ESTABLISHING A BUSINESS IN VIETNAM: CONDITIONS, DOCUMENTS AND PROCEDURES TO KNOW

ESTABLISHING A BUSINESS IN VIETNAM: CONDITIONS, DOCUMENTS AND PROCEDURES TO KNOW

In the context of increasingly developing business activities, establishing an enterprise is an important first step for individuals and organizations to conduct business activities legally. However, for a business to be established and operate in compliance with the law, individuals and organizations need to clearly understand the regulations relating to the conditions, documents and procedures for enterprise registration under current laws.

1. Right to establish and manage an enterprise

Conditions regarding the subject:

The subject having the right to establish an enterprise must be an organization or individual with sufficient capacity and necessary conditions to take responsibility for the enterprise established by them. According to the provisions of the Law on Enterprises 2020 (as amended and supplemented in 2025), both individuals and organizations have the right to establish and manage enterprises in Vietnam, except for certain cases that are restricted or prohibited as stipulated in Article 17 of this Law.

2. Common types of enterprises

Vietnamese law currently provides for various types of enterprises for individuals and organizations to choose from, including the following common types:

• One-member limited liability company;

• Multi-member limited liability company;

• Joint stock company;

• Partnership;

• Private enterprise.

3. Conditions for establishing an enterprise

In order for an enterprise to be granted an Enterprise Registration Certificate, several basic conditions must be satisfied as follows:

Enterprise name

The enterprise name must not be identical to or confusingly similar to the name of an enterprise already registered in the National Enterprise Registration Database. The enterprise name must be written in Vietnamese, consist of at least two components, and may include numbers and symbols:
“Type of enterprise + Proper name.”

Head office address

The head office of the enterprise must be clearly located within the territory of Vietnam, with a specific address including house number, street, ward/commune, and province/city.

In cases where the head office location does not have a house number or street name, a confirmation letter from the local authority verifying the address without such details must be submitted together with the business registration dossier. If you wish to lease an address as an office in a building/apartment, ensure that the building is permitted for commercial/office use before signing the lease agreement.

Charter capital

Charter capital means the total value of assets contributed or committed to be contributed by company members or the company owner when establishing a limited liability company or partnership; or the total par value of shares sold or registered for subscription when establishing a joint stock company.

Time limit for capital contribution:
The company owner/company members/shareholders must contribute capital to the company in full and with the correct type of assets as committed when registering the establishment of the enterprise within 90 days from the date of issuance of the Enterprise Registration Certificate.

Business lines

Enterprises have the right to conduct business in industries and professions that are not prohibited by law. For conditional business lines, the enterprise must satisfy the conditions prescribed by specialized laws. In cases involving foreign investors, the enterprise must meet the market access conditions applicable to conditional business lines as prescribed by law and maintain such conditions throughout its business operations.

5. Procedures for enterprise registration

The process of establishing an enterprise generally includes the following steps:

Step 1: Prepare the enterprise registration dossier in accordance with the Law on Enterprises 2020 (as amended and supplemented in 2025), Decree 168/2025/ND-CP, and Circular 68/2025/TT-BTC (corresponding to the selected type of enterprise).

Step 2: Submit the dossier to the Business Registration Office under the Department of Finance where the enterprise’s head office is located.

Step 3: Receive the Enterprise Registration Certificate if the dossier is valid (usually within 03 working days).

Step 4: Carry out post-establishment procedures such as:

• Engraving the enterprise seal;

• Opening a bank account;

• Tax registration and fulfillment of initial tax obligations.

6. Notes after establishing an enterprise

After being granted the Enterprise Registration Certificate, the enterprise should note several legal obligations, including:

• Contributing charter capital within the prescribed time limit;

• Complying with accounting regimes and tax obligations;

• Registering or notifying changes to enterprise registration information when they arise;

• Complying with legal regulations relevant to its business lines.

This document is for reference purposes only and does not constitute legal advice for any specific case. Please contact us for detailed consultation.

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