Company Incorporation in Vietnam
Formation of a Vietnamese company. A foreign investor follows a two-step route: the provincial Department of Planning & Investment first issues the Investment Registration Certificate (IRC) approving the foreign-invested project under the Law on Investment 2020, after which the enterprise is registered and the Enterprise Registration Certificate (ERC) — which carries the tax code — issues through the National Business Registration Portal under the Law on Enterprises 2020. The company then makes its seal and completes initial tax registration. The usual vehicles are the single-member LLC, the multi-member LLC (2–50 members) and the joint-stock company (JSC, minimum 3 shareholders).
20–45 business days
VND
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Single-member LLC (Công ty TNHH một thành viên)A foreign parent or individual wanting a wholly-owned subsidiary with a single owner | Multi-member LLC (Công ty TNHH hai thành viên trở lên)Joint ventures and closely-held businesses with 2 to 50 members | Joint Stock Company (Công ty cổ phần, JSC)Capital-raising and pre-IPO structures issuing shares — minimum 3 shareholders, no maximum | Private Enterprise / Sole Proprietorship (Doanh nghiệp tư nhân)A single individual owner who accepts unlimited personal liability and does not need a separate legal person | Partnership (Công ty hợp danh)Professional-services firms (law, audit) that require at least two general partners with unlimited liability | Representative Office of a foreign trader (Văn phòng đại diện)A foreign company wanting a market-presence, liaison and market-research office without trading or generating revenue | Branch of a foreign trader (Chi nhánh)A foreign company (in permitted sectors) that wants to conduct commercial activity in Vietnam without a separate subsidiary | |
|---|---|---|---|---|---|---|---|
| Minimum owners | 1 | 2 | 3 | 1 | 2 | 1 | 1 |
| Maximum owners | 1 | 50 | Pending verification | 1 | Pending verification | Pending verification | Pending verification |
| Minimum directors | 1 | 1 | 3 | Pending verification | Pending verification | 1 | 1 |
| Liability | limited | limited | limited | unlimited | unlimitedmixed | unlimitedn/a-dependent-unit | unlimitedparent-liable |
| Foreign ownership | Yes | Yes | Yes | Pending verification | Pending verification | Yes | Yes |
| Tax treatment | Pending verification | Pending verification | Pending verification | Pending verification | Pending verification | Pending verification | Pending verification |
| Audit required | Yes | Yes | Yes | Pending verification | Pending verification | No | Pending verification |
| Audit threshold | A foreign-invested enterprise (FIE) must have its annual financial statements audited by an independent auditor regardle… | Same FIE audit obligation as the single-member LLC where there is foreign investment capital. Confirm against Decree 17/… | FIE audit obligation applies; additionally public companies are audited under securities law. Confirm against Decree 17/… | Pending verification | Pending verification | A representative office does not carry on profit-generating activity and does not have CIT-generating operations, so it … | Pending verification |
| Annual compliance | Medium | Medium | High | Low | Medium | Low | Medium |
| Typical use | The default vehicle for a foreign investor wanting 100% ownership with a single shareholder; owned by one organisation o… | Joint ventures and closely-held businesses with between 2 and 50 members (organisations or individuals). | Capital-raising vehicles, larger ventures and any business heading towards a public offering; a minimum of 3 shareholder… | A domestic individual running a business under unlimited liability; each individual may own only one private enterprise. | Regulated professional practices; must have at least 2 general partners (individuals with unlimited joint liability) and… | Liaison, market research and promotion of the foreign parent; MAY NOT conduct commercial/revenue-generating activities i… | A dependent unit of a foreign trader authorised to carry on commercial activities in Vietnam; permitted only in a limite… |
What we will need from you
Upload these once. They are stored encrypted and reused across every service you buy from us.
IRC dossier: investment project proposal, proof of the investor's financial capacity, and the lease/site documents for the project location
Step 1 under the Law on Investment 2020 and Decree 31/2021/ND-CP. The exact list is confirmed at quote against the decree.
ERC dossier: enterprise registration request, the company charter, and the legal representative's identity papers
Step 2 under the Law on Enterprises 2020 and Decree 01/2021/ND-CP.
List of members (LLC) or founding shareholders (JSC — minimum 3), with identity papers per member/shareholder
One set of identity papers per member/shareholder; a JSC additionally files the list of founding shareholders.
For a foreign corporate investor: its certificate of incorporation, charter and (often) audited financial statements
Per foreign corporate investor. These prove the investor's legal existence and financial capacity for the IRC.
Consular legalisation + notarised Vietnamese translation of every foreign-issued document
Vietnam is NOT a Hague Apostille country — an apostille alone is not accepted. Each foreign document must be consular-legalised and then translated into Vietnamese with the translation notarised (Decree 111/2011/ND-CP). This, not the state fee, is the main cost and time driver. Confirmed at quote.
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Investment Registration Certificate (IRC) issuance — foreign investors, step 1only if it appliesAdvisory sources consistently state IRC issuance itself carries no state fee, the cost being driven by consular legalisation and notarised translation; there is no official fee-schedule citation confirming a zero fee, so this is left unpriced pending confirmation against the provincial DPI schedule. | Confirmed before payment |
| Enterprise Registration Certificate (ERC) — online via the National Business Registration Portal, step 2one line of this schedule appliesOnline ERC registration through the National Business Registration Portal is free (exempt); the portal page confirms this. Caution: that same official page still displays the SUPERSEDED Circular 130/2017 figures for the paid routes — see the two lines below. | No statutory feeIndicative — from dangkykinhdoanh.gov.vn, not confirmed on a government portal. We confirm the exact amount before you pay. |
| Enterprise Registration Certificate (ERC) — paper / in-person submissionone line of this schedule appliesReported 50,000 VND per application under Circular 47/2019/TT-BTC (which replaced the 100,000 VND figure in Circular 130/2017), but taken from secondary reproductions — the official portal still shows the old 100,000. Not published until confirmed against the Circular text. | Confirmed before payment |
| Publication of registration content on the National Business Registration PortalReported 100,000 VND under Circular 47/2019/TT-BTC (reduced from 300,000 under Circular 130/2017), from secondary reproductions; the official portal still shows the old 300,000. Not published until confirmed. Read Circular 47/2019/TT-BTC. | Confirmed before payment |
| Comriq professional fee | Fixed fee within 1 business day |
How it runs
You will see these exact stages update in your client portal as we progress.
Investment Registration Certificate (IRC)
Step 1: the provincial Department of Planning & Investment approves the foreign-invested project and issues the IRC under the Law on Investment 2020.
Enterprise Registration Certificate (ERC)
Step 2: the enterprise is registered and the ERC (with the tax code) issues via the National Business Registration Portal under the Law on Enterprises 2020.
Seal & Initial Tax Registration
The company makes its seal and completes initial tax registration. The business-licence tax (thuế môn bài) is abolished from 1 January 2026.
Indicative guidance — confirmed before payment
Requirements and statutory fees are set by Provincial Department of Planning & Investment (Sở Kế hoạch và Đầu tư) → National Business Registration Portal (dangkykinhdoanh.gov.vn) and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.