Register Your Company in Vietnam

Under the Investment Law 2025 (143/2025/QH15), the Department of Finance (formerly DPI) must issue the IRC within 15 working days (economic/hi-tech zones) or 10 working days (standard) from receipt of a complete dossier. In practice, processing times vary by province: HCMC and Hanoi finance departments typically take 12 to 15 working days, while smaller provinces may issue faster. The most common cause of delays is incomplete documentation: missing consularization, incorrect business line codes, or discrepancies between the IRC application and supporting documents. We pre-check every dossier before submission to avoid rejection cycles.

The Enterprise Registration Certificate (ERC) is issued within 3 working days of complete application submission to the Business Registration Office under the Department of Finance (formerly DPI). This is a separate step after the IRC and requires the company's charter, member list, and legal representative appointment documents. The ERC confirms your company's legal name, registration number, registered address, and business activities.

Under Vietnam's Enterprise Law 2020 (59/2020/QH14), an LLC can have 1 to 50 members and cannot issue shares to the public. A Joint Stock Company (JSC) requires at least 3 founding shareholders (Article 120), can issue shares and bonds to raise capital, and must maintain a Board of Directors and Supervisory Board. For most FDI enterprises, an LLC is simpler and more cost-effective. A JSC is typically chosen when there are multiple investors, plans for future equity fundraising, or requirements for complex governance structures.

Yes. Under Article 12 of the Enterprise Law 2020 (59/2020/QH14), every enterprise must have at least one legal representative who resides in Vietnam. If they leave the country for more than 30 consecutive days, they must authorize another resident to act on their behalf (Article 12, Clause 3). The legal representative bears personal liability for the company's legal compliance. For first-time investors without a Vietnam-based individual, we advise on appointment options including existing team members or professional director services.

Your registered address must be a physical location in Vietnam, not a PO box. Acceptable options include a dedicated office, a serviced office, or even a virtual office with a physical reception point. The address must match on all documents (IRC, ERC, seal, tax code). Changing your address later requires an amendment to both the IRC and ERC. We offer Office Lease Assistance to help you find a compliant location that meets Department of Finance (formerly DPI) requirements.

The core dossier includes: (1) IRC application form, (2) Investment project proposal, (3) Parent company's Certificate of Incorporation (consularized and translated), (4) Audited financial statements of the parent company, (5) Passport copies of investors and the designated legal representative, (6) Company charter, (7) Member list (for multi-member LLC), and (8) Office lease agreement. All foreign-language documents must be consularized by the Vietnamese Embassy and officially translated per Decree 111/2011/NĐ-CP (as amended by Decree 196/2025).

Under Article 47 of the Enterprise Law 2020, members must contribute their committed capital within 90 days from the date of ERC issuance. Failure to contribute on time means the company's charter capital must be adjusted downward to match the actual amount contributed. The capital contribution must be transferred to the company's Direct Investment Capital Account (DICA) at a licensed bank in Vietnam and properly documented with a capital contribution receipt.

A Direct Investment Capital Account (DICA) is a mandatory bank account for all FDI companies under State Bank of Vietnam regulations (Circular 06/2019/TT-NHNN). All capital contributions, profit repatriation, and cross-border transactions related to your investment must flow through this account. It's separate from your company's operating current account. Opening a DICA requires: your IRC, ERC, company seal, tax code, and the legal representative's identification. Without a properly configured DICA, you cannot legally contribute capital or repatriate profits. Many advisory firms overlook this step, we include it in every setup engagement.

After receiving your IRC and ERC, you must complete: (1) Company seal engraving, (2) Tax code activation with the local tax authority, (3) Digital signature procurement (mandatory for e-invoicing under Decree 123/2020/NĐ-CP and electronic tax filing), (4) DICA bank account opening, (5) Operating bank account opening, (6) Initial e-invoice registration with the tax authority. Missing any of these steps means you cannot legally issue invoices or commence operations. ICLV provides a complete post-licensing checklist and can handle all registrations.