A foreigner can own a business in Vietnam, usually by setting up a foreign-invested limited liability company. The common path is to obtain an investment registration certificate for the project, then an enterprise registration certificate for the company, open a capital account and contribute the registered capital on time, and then complete tax, sector licences and reporting. Some sectors are closed or restricted to foreign investors. Owners whose capital meets the legal threshold are exempt from a work permit and can hold an investor visa or residence card.
Many people who settle in Vietnam eventually want to run something of their own: a cafe, a design studio, a consultancy, an export business. The legal structure decides whether that is possible, how long it takes, and whether you can live in Vietnam on the strength of it. This guide gives the principles, not the paperwork for a specific case, because procedure depends on the sector, the province and the size of the investment. A Vietnamese lawyer or licensed consultancy should handle the actual filings.
Market access first: is your business open to foreigners?
Before anything else, check whether your planned activity is open to foreign investors at all, and on what terms. Vietnam's Law on Investment of 2020 works with a list of sectors where foreign investment is prohibited, and a list where it is allowed only under conditions, such as limits on foreign ownership, a joint venture with a Vietnamese partner, or a specific licence. Vietnam's commitments under the World Trade Organization and free trade agreements also shape what is open.
Many small businesses foreigners consider fall into areas with conditions. Retail and distribution, education, travel services, advertising and logistics are examples where extra licences or ownership limits are common. Software, consulting and many kinds of manufacturing tend to be more open. A cafe or restaurant is usually possible, though food safety and other licences apply.
Ask a lawyer to map your idea onto the sector codes before you sign a lease or put money in. Describing the business slightly differently can change the licensing route entirely, and the description you register is the one you are allowed to do.
The main structures
Most foreign entrepreneurs choose between a few structures. Each has a different purpose.
| Structure | What it is for | Points to note |
|---|---|---|
| Single-member limited liability company | One owner, which can be an individual or a company | Simple governance; the owner appoints the managers |
| Multi-member limited liability company | Two to fifty members, for example a foreign and a Vietnamese partner | Members' rights set in the charter; transfers of capital are restricted |
| Joint-stock company | Larger ventures with shareholders and possible outside investors | More formal governance; minimum of three shareholders |
| Buying into an existing Vietnamese company | Acquiring shares or capital in a company that already operates | May need approval if the sector is conditional or ownership passes a threshold |
| Representative office | Market research and liaison for a foreign company | Cannot carry out business or earn revenue in Vietnam |
Most individual entrepreneurs use a limited liability company. It is the most common vehicle for foreign-owned small and medium businesses and the easiest to manage.
The usual sequence for a new foreign-owned company
The steps below are the common pattern for a newly established company with foreign capital. Your adviser will adapt it to your sector and province.
- Feasibility and sector check: confirm market access, licences and the location you will use. A lease or a written commitment for an office is usually required.
- Investment registration certificate: the investment project is registered with the provincial investment authority. The application describes the investor, capital, objectives, location and timeline.
- Enterprise registration certificate: the company is incorporated, with its name, charter capital, legal representative and registered business lines.
- Capital account and contribution: a direct investment capital account is opened at a bank in Vietnam, and the registered capital is contributed within the period the Law on Enterprises sets, generally ninety days from incorporation.
- Post-registration steps: company seal, tax registration and electronic invoices, labour registration, and announcements required by law.
- Sector licences: food safety, education, retail or other licences where your activity requires them, before the activity starts.
The investment registration step is what most surprises people who have set up companies elsewhere. It adds time and documents at the front of the process, but it also defines what your company is legally allowed to do.
Location, lease and the registered address
The registered head office is not a formality. Investment and enterprise registration need a lawful address, usually backed by a lease, and some activities require premises that meet specific standards. Residential apartments in many buildings cannot be used as a company head office, so a home office arrangement that works elsewhere may not work here. Serviced offices and virtual office providers are common for consultancies and online businesses, but check that the address is acceptable for your business lines.
For a cafe, shop or workshop, the premises shape the licences: fire safety, food safety, signage and noise all depend on the building and the street. Do not sign a long lease or start fitting out a space before your adviser confirms that the premises work for the licences you need. Landlords will sometimes promise that a space is fine for any use; that promise does not bind the authorities.
Since the 2025 administrative reform, addresses no longer include a district level, and documents now refer to the commune or ward and the province. Make sure the address in your lease matches the current official format, because mismatches between the lease and the registration application cause delays.
Moving money in and out
Foreign investors move capital into Vietnam through the company's direct investment capital account, and the same account is used later to repatriate profits and, if the business closes, remaining capital. Contributions sent another way, for example by bringing cash or paying company expenses from a personal account, may not be recognised as capital, which can cause problems with the investment registration and later with taking money out.
Profits can generally be remitted abroad after corporate income tax and other obligations for the year are met and the audited accounts are in order. Planning this flow from the start, with the bank and your accountant, avoids awkward conversations later. Foreign exchange rules are strict, and bank staff will ask for documents for any transfer that does not match the expected pattern.
Keep your personal finances separate from the company's. Paying yourself through a salary or dividends that are properly recorded keeps your tax position clean and makes it easier to explain your income when you renew a residence card.
Living in Vietnam as an owner
Owning a company changes your immigration options. If your capital contribution meets the level set by the government, you are exempt from a work permit for work in your own company, and you can apply for an investor visa of the ĐT category and, in most cases, a temporary residence card. The length of the card depends on the investment tier, with larger investments qualifying for longer periods.
Smaller investors who do not meet the exemption threshold still own the company, but if they also work in it as managers, they need a work permit like any foreign employee. Many founders combine the two: the company is theirs, and the company sponsors their permit as general director.
Do not assume a company alone guarantees long-term residence. The immigration authorities look at whether the company is real and active: whether capital was contributed, taxes are filed, and the business operates. A shell company set up only to obtain a visa is the kind of arrangement that leads to refusals at renewal.
The nominee trap
What it is. A Vietnamese friend or partner registers the business, the land or the shares in his or her name while the foreigner provides the money and runs things. It is often suggested to avoid the investment registration or sector limits.
Why people do it. It looks faster and cheaper, and it can avoid restrictions that apply to foreign investors.
Why it fails. Legally the business belongs to the person named, not to you. Side agreements that say otherwise may not be enforceable, especially where they try to get around restrictions. Relationships change, people die, marriages end, and foreigners in these arrangements have lost everything they invested.
What to do instead. Use a structure that reflects reality: a foreign-invested company, a properly documented joint venture, or a smaller start that fits what is legally open to you. If a sector is closed to you, a nominee does not open it; it only hides the problem until it becomes yours.
The immigration angle. A nominee structure also gives you no legal basis to live in Vietnam. Because the company is not yours on paper, it cannot support an investor visa, and if it sponsors you as an employee, you are an employee of a business you believe you own.
Running the company once it exists
Compliance is continuous. A foreign-invested company keeps accounts under Vietnamese accounting standards, files tax returns, issues electronic invoices, pays corporate income tax, and submits periodic reports on its investment project. Foreign-invested companies are generally required to have their annual financial statements audited. If you hire staff, you register them for social insurance and withhold personal income tax.
Budget for professional help from the start. A local accounting firm handles the monthly and annual filings for most small companies, and its fees are part of the real cost of doing business. Changes to your business, such as adding activities, moving office, or changing capital, typically require amendments to your registration certificates before you act on them.
If the venture does not work out, closing a company is a formal process with tax finalisation and deregistration. Leaving it dormant creates penalties and can complicate future visa applications. Plan the exit as carefully as the entry.
Câu hỏi thường gặp
Can a foreigner own 100 percent of a company in Vietnam?
In many sectors, yes. Foreign investors can set up wholly foreign-owned companies where the sector is open. Some sectors are closed or require a Vietnamese partner or a cap on foreign ownership. Check your specific business lines against Vietnam's market access rules with a lawyer before you invest.
How long does it take to set up a foreign-owned company?
It varies with the sector, the province and how complete your documents are. The investment registration and enterprise registration stages each take a formal processing period, and sector licences can add more. Ask your adviser for a timeline based on your case rather than relying on general estimates.
Is there a minimum capital to start a company?
For most business lines there is no general legal minimum, but the capital must be realistic for the project, and some conditional sectors set their own minimums. The capital also matters for immigration, because the work permit exemption and investor visa tiers depend on how much you contribute.
Can I run my business on a tourist visa while it is being set up?
Preparatory visits are common, but working in the business before your status is regularised is risky. Once the company exists, you need either the investor status or a work permit and the corresponding visa. Plan the immigration side together with the company setup.
Do I need a Vietnamese partner?
Not always. Many sectors allow full foreign ownership. A Vietnamese partner can bring market knowledge and relationships, but the partnership should be documented properly in a multi-member company or joint venture, not through an informal nominee arrangement.
What taxes does a small foreign-owned company pay?
Typically corporate income tax on profits, value added tax on sales, and the personal income tax and social insurance contributions it withholds or pays for employees, plus any sector-specific charges. A local accountant can explain which apply to your business and the filing calendar.