Starting a Business · Vietnam
Starting a business in Vietnam: foreigner's guide (2026)
Vietnam shaded by its starting a business status
Foreign investors can establish a 100% foreign-owned company in Vietnam across a wide range of sectors, but must navigate a multi-step licensing process requiring an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC). A new Law on Investment (No. 143/2025/QH15, in force 1 March 2026) reversed the traditional order, allowing incorporation (ERC) to precede investment registration (IRC), streamlining the process. Certain sectors remain prohibited or subject to conditional market access, and foreign-document notarisation/legalisation requirements add friction.
Key points
Under the Law on Investment 2020 and Decree 31/2021/ND-CP, foreign investors may hold up to 100% equity in most manufacturing and technology sectors. Caps apply in conditional sectors — typically 49% in many services, ~30% in banking — while 25 sectors (e.g. press, some tourism) are fully prohibited to foreign investment.
Under Law on Investment 2025 (effective 1 March 2026), foreigners now obtain the Enterprise Registration Certificate (ERC) first — establishing the legal entity — then apply for the Investment Registration Certificate (IRC). This ERC-first approach allows the company to open bank accounts and lease premises before the IRC is finalised.
The ERC is issued within 3 working days of a complete application. The IRC typically takes 10–15 working days. Post-licensing steps — tax registration, corporate and FDI capital account opening, e-invoice registration, and sector-specific licences — add further time before full operations commence.
Vietnam has no universal statutory minimum charter capital for most sectors. The licensing authority assesses whether stated capital is adequate for the proposed project's scale. Certain conditional industries (e.g. financial services, real estate) impose sector-specific minimums. Charter capital must be contributed within 90 days of ERC issuance.
Decree 31/2021/ND-CP implements the Law on Investment 2020 negative-list approach: 25 business lines are fully closed to foreign investors and approximately 59 are subject to conditional market access (specific ownership caps, licensing requirements, or mandatory joint-venture structures). All sectors outside these lists offer the same market access as for domestic investors.
All foreign-issued documents must be notarised, consular-legalised (apostilled where applicable), and officially translated into Vietnamese. As of 1 July 2025, all companies must use a corporate electronic identification (e-ID) account for online administrative procedures, including registration and filings via the National Business Registration Portal (dangkykinhdoanh.gov.vn).
Timeline - major decisions & events
Vietnam's National Assembly enacted sweeping amendments introducing mandatory ultimate beneficial owner (UBO) disclosure at the point of registration — any individual holding ≥25% of charter capital or controlling key decisions must be named, with changes reported within 10 days. Decree 168/2025/NĐ-CP simultaneously replaced Decree 01/2021 as the primary registration implementing regulation, and corporate e-IDs replaced portal accounts as the sole accepted digital identity for online filings.
KPMG Vietnam ↗The annual government business-environment resolution for 2025 mandated elimination of 890 business conditions, abolition of 184 administrative procedures, and simplification of ~350–394 more, with a goal of cutting compliance costs by over 50% versus 2024 levels and growing new market entrants by 15–20% in 2026.
Vietnam.vn (Official Government Portal) ↗The key implementing decree for the 2020 Enterprise Law introduced a single enterprise ID number valid across all government agencies and definitively eliminated hard-copy submission requirements after any valid online filing, completing Vietnam's shift to a paperless registration process.
Tilleke & Gibbins ↗Vietnam's fourth-generation Enterprise Law and the revised Investment Law became effective simultaneously, abolishing the mandatory corporate-seal-specimen notification, enabling fully online registration without follow-up hard-copy submissions, removing minimum shareholding hold periods, and for the first time allowing sole proprietorships to convert directly into joint-stock companies.
Thư Viện Pháp Luật (Vietnam Official Legal Database) ↗Vietnam achieved its highest-ever Doing Business ranking at 70th out of 190 economies, with a Starting a Business sub-score of 85.1, reflecting the cumulative impact of the National Business Registration System rollout and the series of annual reform resolutions since 2014.
World Bank Doing Business 2020 ↗By 2018, the fully computerised NBRS — integrating business, tax, customs, statistics, and public-security registration across all 63 provinces in a one-stop-shop model — had cut average registration time from 15 days (2007) to 2.3 days and halved the registration fee to VND 100,000 per dossier.
United Nations in Viet Nam ↗The 2014 Enterprise Law took effect, strengthening minority-shareholder rights, expanding corporate governance requirements, and becoming the first enterprise law administered alongside a fully digital national registry; it served as the statutory backbone until superseded by the 2020 law.
Corporate Law in Vietnam — Wikipedia / Vietnam National Assembly ↗The government initiated its landmark series of annual reform resolutions, benchmarking Vietnam against ASEAN's top performers on the number of procedures, time, and cost to start a business, and incorporating the Provincial Competitiveness Index (PCI) as a mandatory governance KPI for ministries and localities.
Thư Viện Pháp Luật (Vietnam Official Legal Database) ↗Vietnam's Ministry of Planning and Investment, with UNIDO, NORAD, and SECO funding, launched a multi-year technical-assistance project that built and deployed the National Business Registration System (NBRS), creating the single computerised platform that would eventually cover all 63 provinces and integrate tax, customs, and statistics registration.
UNIDO — Business Registration Reform in Viet Nam ↗Vietnam's National Assembly enacted the founding Enterprise Law, replacing the separate Law on Private Enterprises and Law on Companies with a single framework permitting citizens to register limited liability companies, shareholding companies, and partnerships for the first time; within three years registered enterprises doubled from ~40,000 to over 70,000.
Embassy of the Socialist Republic of Vietnam in the United States ↗Vietnam - other topics
Last verified 5/24/2026 · Orientation, not legal advice - verify against the primary sources linked above. Explore the full world map →