Vietnam Market Entry 2026: Requirements, Structures, Steps

Vietnam offers foreign investors five entry structures: a limited liability company (LLC), a joint stock company (JSC), a representative office, a branch of a foreign trader, and an Employer-of-Record (EOR) arrangement. A standard company setup takes 4 to 6 weeks once the dossier is complete and valid (legalizing foreign documents adds time on top): the Investment Registration Certificate (IRC) within 10 working days of a complete dossier, then the Enterprise Registration Certificate (ERC) within 3 working days, under the Law on Investment No. 143/2025/QH15 and the Law on Enterprises 2020.

Market Entry Requirements at a Glance

Licensing is rarely where new FDI companies get fined. The exposure sits after incorporation: charter capital not paid in full within 90 days of the ERC (a VND 30-50 million fine follows if the paid capital is then not registered), late social insurance registration, and profit remittances held up by unfinished tax finalization.

This guide covers entity selection, market access screening, the IRC and ERC sequence, go-live obligations, and ongoing compliance, current as of October 2026. If you want help with company formation in Vietnam, the same team handles the filings end to end.

1. Understanding Your Market Entry Options

The legal vehicle you choose sets your liability shield, permitted activities, governance load, and exit options. Most foreign investors pick an LLC; a JSC suits ventures that plan to raise outside equity. Representative offices, branches, and EOR arrangements serve market research, liaison, and early hiring before a subsidiary exists.

1.1 Foreign Direct Investment Structures

Limited Liability Company (LLC)

Limited liability companies with foreign ownership are the most common FDI vehicle because the structure is simple and the owners’ liability stops at their capital commitment:

• Single-Member LLC: Owned by one foreign company or individual. The owner appoints a Company President or a Members’ Council, plus a Director or General Director for daily management.
• Multi-Member LLC: 2 to 50 members. The Members’ Council decides capital changes, charter amendments, reorganizations, and major asset disposals at the approval thresholds of the Law on Enterprises 2020 (65% or 75% of contributed capital, unless the charter sets otherwise).

Charter capital is separate from total project investment capital. Investor liability is capped at the committed charter capital.

Joint Stock Company (JSC)

A JSC fits consortia and companies that plan to raise equity or list on the Ho Chi Minh Stock Exchange (HOSE) or Hanoi Stock Exchange (HNX). Key rules:

• At least 3 founding shareholders, with no upper limit.
• Governance runs from the General Meeting of Shareholders to the Board of Directors and the Director or General Director. A Supervisory Board is required unless the JSC has fewer than 11 shareholders and corporate shareholders hold less than 50% of the shares; the alternative model uses independent directors and an audit committee (Article 137.1 Law on Enterprises 2020).
• Founding shareholders face transfer restrictions for the first 3 years; ordinary shares are otherwise freely transferable.

If you don’t plan to bring in outside investors soon, a single-member LLC is the simpler choice; the LLC vs JSC comparison sets out the trade-offs.

1.2 Alternative Entry Modes

Representative Office (RO)

A representative office gives a foreign parent an official liaison presence without a commercial legal entity, under Decree 07/2016/ND-CP.

• Scope: No revenue. Permitted work is market research, liaison with partners, and monitoring the parent’s contracts in Vietnam.
• Restrictions: An RO cannot sign commercial contracts (office leases and local hiring for the RO itself are allowed), issue VAT invoices, or receive trade revenue.
• License: Issued by the provincial Department of Industry and Trade for a renewable 5-year term. The parent must have operated for at least 1 year in its home jurisdiction.

Branch of a Foreign Trader

A branch can earn revenue in the sectors Vietnam has opened to foreign branches, but it is not a separate legal entity: the foreign parent answers for its obligations. The parent must have operated for at least 5 years, and the branch license is issued by the provincial People’s Committee, which took over this power from the Ministry of Industry and Trade (MOIT) in July 2025.

Employer-of-Record (EOR)

An EOR provider employs staff on your behalf and runs payroll, social insurance, and personal income tax while you test the market without an entity. Where an EOR provider places staff under your day-to-day direction, Vietnamese law generally treats the arrangement as labor outsourcing under the Labor Code 2019: the provider posts a VND 2 billion deposit, and outsourced staff may only work in the roles on the statutory list. EOR suits feasibility studies and short pilots, not trading. The RO vs EOR comparison covers scope and permanent establishment risk.

Other Routes: BCC, Joint Venture and Franchise

• Business cooperation contract (BCC): investors share profit or product without a company. A foreign party needs an IRC and a coordination board; an executive office is optional (Law on Investment 2025).
• Joint venture: not a separate legal form. The foreign investor forms a company with a Vietnamese partner or buys into one; buying in needs prior registration only in conditional sectors, above 50% of charter capital, or for island, border or coastal land.
• Franchise: a foreign franchisor granting rights into Vietnam registers with the Ministry of Industry and Trade, and its system must have run for at least one year; confirm the current registration rules before signing.

1.3 Structure Comparison and Decision Framework

For a side-by-side legal comparison, see our LLC vs JSC vs Representative Office vs Branch Office breakdown.

2. The Complete Setup Roadmap: From Market Entry to Operational Compliance

2.1 Phase 1: Pre-Investment Screening & Negative List Analysis

Screening Business Lines and Foreign Ownership Caps

Vietnam screens foreign investors through a “negative list” set by the Law on Investment No. 143/2025/QH15 (Article 8) and listed in Decree 96 (Appendix I):

• Section A: 23 sectors without market access. Foreign investors cannot enter press and news-gathering, marine fishing, investigation and security services, judicial administrative services (notary, auction, and similar), or overseas labor placement.
• Section B: 62 conditional market access sectors. Entry is allowed subject to conditions such as equity caps, restricted investment forms, a Vietnamese partner, or geographic limits. Prominent examples:
  • E-Commerce & Digital Platforms: Since 1 July 2026, the E-Commerce Law 122/2025/QH15 and Decree 248/2026/ND-CP govern this sector. Operating marketplaces and e-commerce social networks is a conditional sector for foreign investors, and a foreign investor that controls the operator of a large digital platform (more than 50% of capital or voting rights, or control of key decisions) needs a national security appraisal from the Ministry of Public Security.
  • Logistics & Freight Transport: Equity limits vary by sub-sector under Vietnam’s international commitments and sector laws.
  • Retail Distribution & Trading: 100% foreign ownership is allowed. From 18 October 2026, Decree 342/2026/ND-CP requires a business license and a license for each retail outlet, both issued by the provincial People’s Committee; an Economic Needs Test (ENT) applies to outlets after the first, unless a treaty commitment removes it or the outlet is under 500 m² inside a shopping mall and is not a convenience store, mini-supermarket, or supermarket.
  • Telecommunications: Equity limits follow Vietnam’s international commitments and the telecommunications law; check the conditions on the National Investment Portal before fixing the equity structure.

Keep two concepts apart. Market access conditions for foreign investors (Article 8 of the Law on Investment) decide who may enter. Conditional business lines (Article 7 of the same Law, from 1 July 2026) are operating sub-licenses that domestic and foreign companies alike need, such as fire safety, food hygiene, or environmental clearance.

Nominee Structures: Holding shares through a Vietnamese nominee to get around a foreign ownership cap leaves the foreign investor without enforceable title. The arrangement can be declared void, and the company must declare its beneficial owners under the amended Law on Enterprises (Law 76/2025/QH15). Structure within the cap, or choose an investment route that allows the ownership you need.

How to Draft VSIC Business Lines

Business lines must map to the 4-digit Vietnam Standard Industrial Classification (VSIC). Vague descriptions such as generic “trading” or “consultancy” get rejected, while lines drafted too narrowly block later growth. Adding lines after the IRC is issued means amending the enterprise registration, and each new line must meet the market access conditions for foreign investors (Article 73.1 Decree 96).

2.2 Phase 2: Statutory Licensing Sequence (IRC ➔ ERC)

Step 1: Investment Registration Certificate (IRC)

The IRC approves the investment project and fixes its scope, location, committed capital, and term (up to 50 years, or up to 70 years in economic zones and certain other cases, under the Law on Investment).

• Licensing Authority: Inside industrial parks, export processing zones, and high-tech zones, the Industrial Zone Management Board. Outside them, the provincial Department of Finance (DOF), which absorbed the former Department of Planning and Investment in 2025.
• Statutory Timeline: 10 working days from receipt of a complete, valid dossier (Article 39.3 Decree 96); 5 working days where an investment policy approval decision already exists.

Step 2: Enterprise Registration Certificate (ERC)

After the IRC, the investor files the company formation dossier with the Business Registration Office (Phòng Đăng ký kinh doanh) of the provincial DOF, which issues the ERC within 3 working days of a complete dossier (Law on Enterprises 2020). The ERC carries the 10-digit enterprise code, which also serves as the tax code and customs code, and names the legal representative. Foreign investors may also form the company before the IRC, provided they complete the IRC within 12 months under Decree 96.

The IRC and ERC step by step guide lists the dossier documents for each certificate, including legalized or apostilled investor papers, and the usual reasons for rejection.

Who Signs: The Legal Representative

The legal representative signs the ERC dossier and the company’s later filings and contracts, and carries statutory liability for them. At least one legal representative must reside in Vietnam (Law on Enterprises 2020). A foreign legal representative needs a work permit unless the person also qualifies through capital or board status: an owner, LLC member or JSC board member who contributed at least VND 3 billion only notifies the labor authority 3 working days before starting work (Decree 219/2025/ND-CP).

2.3 Phase 3: Post-Incorporation Go-Live Compliance

The ERC lets the company sign contracts and trade from its issue date. Several deadlines start that day, and most early penalties come from them.

1. Capital Account (formerly DICA) Opening & 90-Day Capital Injection

Under Circular 38/2026/TT-NHNN (effective 18 August 2026, replacing Circular 06/2019/TT-NHNN), cash charter capital must arrive through a foreign investment capital account, formerly the DICA (Article 4.4). All committed charter capital must be in within 90 calendar days of the ERC date (Articles 47, 75 and 113 of the Law on Enterprises 2020); if no one pays the shortfall, the company registers the paid capital within 30 days.

2. Initial Tax Formalities & E-Invoice Registration

The enterprise code on the ERC is also the tax code. Before its first invoice, the company needs a digital signature certificate (corporate e-ID guide), e-invoice registration with the Tax Department under Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC, effective 1 July 2026 (e-invoice registration guide), and an appointed Chief Accountant or person in charge of accounting.

3. Statutory Labor and Social Insurance Enrollment

Each employee is registered with Vietnam Social Security (VSS) within 30 days of becoming subject to compulsory social insurance (Law on Social Insurance 41/2024/QH15), and labor use is reported to the Department of Home Affairs (DOHA):

• Contribution Rates: The employer pays 21.5% and the employee 10.5% of monthly contractual salary, plus a 2% employer trade union fee. SI and HI stop at VND 50,600,000 per month from 1 July 2026; unemployment insurance has its own cap.
• Foreign Employees: Foreigners on contracts of 12 months or more pay SI and HI (20.5% employer, 9.5% employee), except intra-company transferees and those at or above retirement age. The social insurance rates guide breaks down each fund and cap.

2.4 Phase 4: Ongoing Operational Compliance & Statutory Reporting

An operating FDI company reports through four channels:

1. Periodic Tax Filings

• Value Added Tax (VAT): Monthly returns by the 20th of the next month, or quarterly returns by the end of the month after the quarter. Quarterly filing is an option where prior-year revenue is VND 50 billion or less (Decree 252/2026/ND-CP; Circular 89/2026/TT-BTC).
• CIT Provisional Payments: The four quarterly payments must cover at least 80% of the year’s final CIT by the fourth-quarter deadline, January 31.
• Annual Finalization: CIT and PIT finalization is due by the last day of the third month after year-end (March 31 for calendar-year companies).

2. Mandatory National Investment Reporting

FDI companies file electronic investment reports on the National Investment Information System (Article 94 Decree 96):

• Quarterly reports: by the 10th day of the month after the quarter.
• Annual reports: by March 31 of the following year.

3. Mandatory Annual Independent Audit

Every foreign-invested enterprise needs a licensed independent audit of its annual financial statements (Law on Independent Audit 2011), filed with the authorities, including the tax authority, within 90 days of year-end (Circular 99/2025/TT-BTC). Banks will not remit profit without the audited statements.

4. Profit Repatriation: Conditions and Bank Checks

Profit can leave Vietnam once annual CIT is finalized, no tax is in arrears and the audited accounts show distributable retained earnings (Article 27.6 Decree 252). The bank checks these and the owner resolution, then wires the profit from the capital account (Circular 38). The profit repatriation guide covers timing and the tax confirmation some banks request.

2.5 After Incorporation: Changes and Exit

The setup does not end with the ERC. Adding business lines or changing the project goes through IRC and ERC amendments. Raising or cutting charter capital follows the capital increase and decrease process. Selling shares or members’ capital to another investor is covered in the share transfer guide. If you wind the company up, the dissolution process runs through debt settlement, tax finalization and closing the tax code.

2.6 Budget for Year One

Below are indicative ICLV fees (October 2026) and typical third-party costs.

Rent, payroll, legalization and sub-licences are extra. Our company formation service quotes against your business lines.

3. Compliance Risks and Penalties

Realistic Inspection Triggers

The Tax Department, Vietnam Social Security, the DOF, and the State Bank of Vietnam each look at different records. These patterns draw questions:

• Capital in the wrong account: Foreign capital received in a payment account instead of the capital account breaches Circular 38 and surfaces when the company later tries to remit profit.
• Dormant entities: Zero revenue, no registered staff, or an unused lease address can prompt a review by the registration authority.
• Transfer pricing: Taxpayers with related-party transactions that report losses for three or more years must explain the causes and business plan in the local file (Appendix II, Decree 255/2026/ND-CP). The rule is not limited to FDI companies, and taxpayers exempt under Article 20 do not need the file. Sustained losses alongside large purchases from the parent are a common audit risk indicator.

4. Operational Checklist for Foreign Investors

• Phase 1 (Pre-Entry): Check target VSIC codes against Decree 96 Appendix I; confirm the ownership level allowed; secure a lease in a property approved for office or commercial use.
• Phase 2 (Licensing): Legalize or apostille investor documents; file the IRC with the DOF or Industrial Zone Management Board (10 working days); obtain the ERC and tax code (3 working days).
• Phase 3 (Post-Setup): Open the capital account; wire 100% of charter capital within 90 days; set up the tax portal and e-invoices; register staff for social insurance within 30 days.
• Phase 4 (Ongoing): Calendar VAT and provisional CIT deadlines; file quarterly investment reports; appoint an independent auditor; protect your brand with early trademark registration in Vietnam.

Indochina Link Vietnam’s corporate formation team handles Vietnam company establishment and licensing and company formation in Vietnam from pre-investment structuring through the IRC, ERC, and post-incorporation compliance. Contact our senior corporate advisory team for a sector-specific setup plan.

Regulatory Advisory Notice: This analysis reflects Vietnamese corporate and investment regulations current as of October 2026, governed by the Law on Investment, Law on Enterprises 2020, and associated administrative decrees. Given frequent regulatory evolutions, investors must verify sector-specific circulars with licensed Vietnamese counsel.