Corporate Law · 26.09.2024

Cost of Setting up a Company in Vietnam: A Comprehensive Guide

Ask about the cost of setting up a company in Vietnam and most answers list fees. The fees are the small part. What follows is the expensive part, drawn from decided cases. The cost of setting up a company in Vietnam that nobody budgets for Judgment No. 36/2024/KDTM-PT of 16 Octo…

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By Lawyer Le Phuong Thanh – UniLaw LLC

Ask about the cost of setting up a company in Vietnam and most answers list fees. The fees are the small part. What follows is the expensive part, drawn from decided cases.

The cost of setting up a company in Vietnam that nobody budgets for

Judgment No. 36/2024/KDTM-PT of 16 October 2024 — Superior People’s Court in Hanoi, dispute between a member and the company.

Four people set up a limited liability company in Hanoi on 9 January 2001, with charter capital of VND 1,000,000,000. One of the people who put money in then spent the next two decades trying to be recognised as a member. He sued in 2019. The court discontinued that case after his representative withdrew it. So he filed again.

In October 2024 the Court of Appeal finally confirmed that he is a member with a one-third contribution. It applied Articles 27 to 30 and Article 50 of the Enterprise Law 1999, Article 60 of the Enterprise Law 2005 and Article 68 of the Enterprise Law 2014. Each statute governed the period in which it had been in force.

Twenty-three years. Keep that number in mind. The registration fee is trivial and a professional fee is knowable in advance. What proved expensive was a contribution he had paid but nobody had recorded properly in the member register, the capital contribution certificate and the registration file.

Note the second lesson too. Courts decide these disputes on the Enterprise Law in force when the contribution was made, not the one in force when you sue.

A refused file is money burned

Article 34 of Decree 168/2025/ND-CP says something founders rarely read. The registration fee falls due when the dossier is filed, and the State does not refund it where the registry refuses the file.

By itself that is a small sum. However, it sets the pattern for everything that follows. In Vietnamese company registration you pay for attempts, not for results.

A decided case shows where that leads. In our note on the limited liability company in Vietnam, a buyer paid VND 3.5 billion for a capital portion. The registry refused his file twice. One refusal cited a repealed law in the contract; the other, an identity document that nobody had notarised. Nobody fixed either defect. So the court held that he never became a member, and dismissed his claim for profits in full.

So the true registration cost is not the fee. It is the fee multiplied by the number of attempts, plus whatever the delay costs the business.

What fixes the cost of setting up a company in Vietnam, and what does not

Law, not the market, fixes three items in the cost of setting up a company in Vietnam.

Charter capital drives the cost of setting up a company in Vietnam

Article 47(1) of the Enterprise Law defines charter capital at registration as the total that members commit to contribute. Most sectors carry no statutory minimum. Certain regulated sectors do, and those thresholds sit in the sector legislation rather than in the Enterprise Law itself.

Because the figure is a commitment, inflating it raises the cost of setting up a company in Vietnam rather than lowering it. Article 47(4) makes defaulting members liable in proportion to what they promised. That exposure runs until the company registers the corrected capital.

The 90-day clock

Article 47(2) gives members 90 days from the enterprise registration certificate to pay in full, in the asset type promised. Miss it and Article 47(3) applies automatically. A member who paid nothing ceases to be a member. Meanwhile the Members’ Council may resolve to offer the unpaid portion for sale.

Then Article 47(4) requires a further filing within 30 days to register the reduced capital. That filing carries its own fee and its own preparation time. Consequently a capital figure chosen for appearances produces a second registration a few months later.

Conditional sectors

Article 27(1)(a) of the Enterprise Law bars registration in prohibited sectors outright. Article 33(2) of Decree 168/2025 then separates two things that founders often merge. A company may trade from the date of its certificate. In a conditional sector, though, the sector licence comes first.

Registration therefore buys existence, not permission. Budget the sector licence as a separate line, with its own timeline.

Where a foreign investor can legitimately spend less

Article 26(1) of the Investment Law 2025 requires an investment registration certificate for any project a foreign investor runs. Two provisions cut the cost of setting up a company in Vietnam on that route.

First, Article 26(2)(c) exempts capital contribution and share purchase. Buying into an existing company avoids the certificate entirely, subject to the registration step in Article 21(3) where the stake crosses 50% or the sector carries a restriction.

Second, Article 28 offers a special procedure inside industrial zones, export processing zones, hi-tech parks, free trade zones and the international financial centre. Projects on that track skip five steps: in-principle approval, technology appraisal, the environmental impact report, detailed planning and the construction permit. Each one is a real cost and a real delay. So the saving is substantial.

Furthermore, Article 24(5) of Decree 168/2025 lets a project on that track file its formation dossier without attaching the investment certificate. Fewer attachments leave the registry fewer grounds to refuse.

Why we do not publish a price list

Office rent, translation, notarisation, accounting and work permits all vary by city, by sector and by year. Any table of those numbers goes out of date before anyone reads it. Worse, a table that looks authoritative but is not will cost a founder more than no table at all.

What is stable is the structure of the spend. A founder pays for the filing, and again for each refused filing. A sector licence adds its own fee where one applies. And the capital committed must actually arrive within 90 days. Everything else is a market price, and an adviser should quote it at the time.

On that basis a founder can ask a sensible question of any adviser: what is the fixed professional fee, what is included, and what happens to the fee if the file is refused? Those three answers are worth more than a price list.

Legal basis

Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Article 27 on the conditions for registration, Article 47 on capital contribution, the 90-day deadline and liability by committed share, and Article 48 on the member register.
Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 21 on capital contribution and share purchase, Article 26 on when an investment registration certificate is required, and Article 28 on the special investment procedure.
Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration — Article 24 on dossiers, Article 33 on when trading may begin, and Article 34 on the non-refundable registration fee.

We publish decided cases on case.unilaw.vn. Formation work sits with our Vietnam corporate lawyers, the foreign-investor step with our Vietnam investment lawyers, and the procedure itself in our guide to starting a business in Vietnam.