Corporate Law · 26.09.2024

How to Open Company in Vietnam: A Comprehensive Guide

How to Open Company in Vietnam: A Comprehensive Guide Opening a company in Vietnam is a great opportunity for foreign investors looking to enter the Southeast Asian market. Many people search for open company Vietnam to find the right steps to start their business in this dynamic…

Lawyer UnilawReading time: 13 min

By Lawyer Le Phuong Thanh – UniLaw LLC

How to Open Company in Vietnam: A Comprehensive Guide

Opening a company in Vietnam is a great opportunity for foreign investors looking to enter the Southeast Asian market. Many people search for open company Vietnam to find the right steps to start their business in this dynamic economy. What often gets overlooked, however, is that the process is not just a matter of filling out a form — it is governed by a detailed legal framework, most notably Decree 01/2021/ND-CP on enterprise registration, which sets out exactly what documents are required, how the National Business Registration Database works, and what rights and obligations attach to the certificate you receive. In this guide, we will show you how to correctly open a company in Vietnam, covering the legal foundations, procedural details, tax obligations, and key business sectors that every foreign investor should understand before committing capital.

Why Open a Company in Vietnam?

Vietnam has become one of the most attractive markets for foreign investors. With a young workforce, competitive labor costs, and an expanding economy, it’s no wonder so many entrepreneurs want to open company Vietnam. The country offers multiple benefits, including strategic location and access to numerous international trade agreements. Beyond these commercial advantages, Vietnam also offers a relatively transparent legal system for business registration. Decree 01/2021/ND-CP explicitly protects the right of individuals and organizations to establish a company, stating that “the establishment of an enterprise in accordance with law is the right of individuals and organizations and is protected by the State.” This legal protection, combined with a prohibition on registration authorities creating unnecessary difficulties for applicants, gives foreign investors a reasonably predictable starting point when they decide to open company Vietnam operations.

Understanding the Legal Framework Before You Open Company Vietnam

Before diving into the step-by-step process, it is worth understanding a few legal concepts that shape how company registration actually works in Vietnam, since many investors are surprised by details that are not obvious from general online searches.

Business registration is entered into a national database. Under Decree 01/2021/ND-CP, “enterprise registration” means the founder registers information about the intended enterprise, and any subsequent changes, with the business registration authority, and this information is stored in the National Database on Enterprise Registration. This database is the legally authoritative source of information about a company’s status — meaning that information recorded there, rather than any other document, has the highest legal value regarding a company’s legal status. For a foreign investor planning to open company Vietnam, this means due diligence on partners, and confidence in your own registration status, both flow from this national system.

The Business Registration Certificate is not the same as a business license. This is one of the most misunderstood points among first-time investors. Decree 01/2021/ND-CP is explicit: the Enterprise Registration Certificate is issued based on the information declared in the registration dossier, and it simultaneously serves as the company’s Tax Registration Certificate — but it is expressly stated that “the Enterprise Registration Certificate is not a business license.” In practice, this means that after you open company Vietnam and receive your registration certificate, you may still need separate conditional business licenses or sub-licenses depending on your industry — for example, in sectors such as education, real estate, or healthcare, as noted below. Investors who assume the registration certificate alone authorizes them to operate in a conditional sector risk non-compliance.

Step-by-Step Process to Open Company Vietnam

If you’re wondering how to open company Vietnam, follow these steps to ensure your business is legally compliant and set for success.

Choose the Right Business Structure
One of the first steps to open company Vietnam is choosing the right business structure. Most foreign investors prefer setting up a Limited Liability Company (LLC) due to its flexibility. Other options include Joint Stock Companies (JSC), Representative Offices, and Branch Offices. Each structure comes with its own legal and financial obligations, and each is registered with the same national registration system described above, though the specific documentation required can differ.
Register Your Business
After choosing your business structure, you’ll need to register with the Department of Planning and Investment (DPI), the local business registration authority under Decree 01/2021/ND-CP. To open company Vietnam, you will need to submit documents such as:
- A business registration form (giấy đề nghị đăng ký doanh nghiệp)
- Company charter
- Shareholders or members list
- Proof of legal capital, where applicable
The Decree also confirms that the founder or the enterprise itself must declare the registration dossier and bears legal responsibility for the legality, truthfulness, and accuracy of the information declared — so accuracy in these founding documents matters well beyond the initial filing stage. Notably, the Decree also clarifies that companies are not required to affix a company seal on the registration application, notices of changes to registration content, resolutions, decisions, or meeting minutes included in the registration dossier, which simplifies the paperwork process somewhat compared to older practice.
Select the Correct Business Line Codes
A detail frequently underestimated by foreign investors is the requirement, under Decree 01/2021/ND-CP, to record business lines using Level-4 codes from the national economic sector classification system when registering, notifying additions, or requesting changes to business lines. Choosing imprecise or overly broad codes can create friction later when applying for conditional licenses or amending the business registration, so this step should be handled carefully — often best done with input from a legal advisor familiar with how the National Business Registration Database classifies activities.
Get a Business License
Depending on your industry, additional permits may be required. For example, if you want to open company Vietnam in sectors like real estate, education, or healthcare, you’ll need specific licenses. As noted above, this is a distinct legal step from receiving your Enterprise Registration Certificate, and treating the two as equivalent is a common and costly mistake.

5. Prepare Proof-of-Capital Documentation From Day One

An issue that often surfaces only after a company is already operating — not during the initial application — concerns how capital contributions are documented. Decree 168/2025/NĐ-CP, which now governs business registration procedures (superseding parts of the Decree 01/2021/NĐ-CP framework referenced above), sets out at Article 3.12 a specific, closed list of acceptable evidence that capital has actually been contributed: an extract from the register of members or shareholders, a copy of the capital contribution certificate, a bank confirmation of funds transferred into the company’s account, or other legally valid proof of completed contribution. The same logic applies to share or capital transfers under Article 3.11, which recognizes extracts from the members’/shareholders’ register, liquidation minutes for the transfer contract, bank payment confirmations, or equivalent evidence.

In practice, many founders treat the charter capital figure stated in the Enterprise Registration Certificate as a formality rather than a documented fact. What the Decree makes clear is the opposite: the figure is only as good as the paper trail behind it. Foreign-invested companies in particular should keep bank transfer confirmations, contribution certificates, and updated shareholder registers on file from the very first capital injection — not reconstruct them later when a bank, auditor, or the tax authority asks for proof. When you open company Vietnam, building this documentation habit early avoids disputes down the line about whether capital was genuinely contributed or merely declared on paper.

6. Note the Shift Toward Electronic Documents and Digital Authentication

Decree 168/2025/NĐ-CP formalizes something that used to be handled inconsistently across provinces: the legal status of electronic documents in the registration dossier. Article 3.9 defines a “văn bản điện tử” (electronic document) as a data message either created natively in electronic form or digitized from a paper document, which must accurately and completely reflect the content and form of the original, saved in “.pdf” format, with the file name corresponding to the type of document it represents. Signatories may use a digital signature directly on the electronic file, or sign the paper document by hand and then scan it in full color.

Equally significant is Article 3.13, which introduces “xác thực điện tử” (electronic authentication) — verifying the identity of the person filing the dossier, or the person authorized to carry out the procedure, through Vietnam’s electronic identification and authentication system, using a one-time password, biometric data, a registered phone number, or other lawful means. For foreign investors used to paper-based notarization chains, this is a meaningful procedural change: identity verification is increasingly tied to a digital identity infrastructure rather than solely to notarized paper credentials, and getting this step wrong can stall an otherwise complete filing.

Legal Provision vs. Practical Application: A Comparative Note

It is worth pausing on how the regulatory framework has actually evolved rather than assuming it is static. Under Decree 01/2021/NĐ-CP, discussed in the first part of this guide, the founder or the enterprise bore legal responsibility for the truthfulness and accuracy of the registration dossier, and the seal requirement had already been relaxed for registration applications and internal resolutions. Decree 168/2025/NĐ-CP, now in force, retains that same accountability principle almost verbatim — Article 4.1 restates that the person establishing the enterprise, or the enterprise itself, self-declares the dossier and bears legal responsibility for its legality, truthfulness, and accuracy — but it layers a materially different evidentiary and technical regime on top of it.

Where the earlier decree was largely silent on how electronic files should be formatted or how a filer’s identity should be verified online, Decree 168/2025/NĐ-CP is explicit: files must be in “.pdf” format with prescribed naming conventions, and identity verification can now run through biometric or one-time-password channels linked to the national identification and electronic authentication system. In legal-opinion terms, this is not a change in who bears liability for a defective dossier — that burden still sits with the founder or the enterprise, exactly as before — but it is a real change in how that liability can be triggered. A filing rejected because a scanned document was not saved as a proper “.pdf,” or because the filer could not complete electronic authentication, creates a procedural failure that has nothing to do with the substantive accuracy of the underlying information, yet produces the same practical consequence: a stalled or refused registration.

This distinction matters for foreign investors weighing risk. The legal text speaks of accuracy and truthfulness as the core obligation; but the operative bottleneck for many applicants under the new regime is technical compliance with electronic formatting and authentication requirements — a category of risk that did not carry the same weight under the prior framework and is easy to underestimate if a company simply reuses templates and workflows it used before mid-2025. Where Article 4.3 and 4.4 of the Decree also confirm that the business registration authority is responsible only for the validity of the dossier — not for violations of law committed by the enterprise or its founders, and does not adjudicate disputes among members, shareholders, or third parties — investors should not assume that a smoothly issued certificate implies the authority has verified the underlying facts of capital contribution or corporate governance. That verification burden, and the associated documentary proof discussed above, remains squarely with the company itself.

7. Fulfill Post-Licensing Obligations

Once your Enterprise Registration Certificate is issued, additional steps typically follow: opening a corporate bank account, completing tax registration, and, where applicable, obtaining sector-specific licenses as noted earlier. Because the registration dossier and the enterprise’s legal status recorded in the National Database on Enterprise Registration carry legal value as the original source of information under the framework described above, any inconsistency between what is filed and what is actually implemented — particularly around capital contribution — can surface later during a tax audit, a capital transfer, or a dispute among members, at which point the proof-of-contribution documents described in Article 3.11 and 3.12 become decisive.

Frequently Asked Questions

Do I need a lawyer to open a company in Vietnam?

You are not legally required to retain a lawyer to open a company in Vietnam, but the practical bottlenecks described above — electronic authentication failures, formatting rejections, and the documentary burden of proving capital contribution under Article 3.11 and 3.12 — are exactly the kind of procedural risk that a Vietnam corporate lawyer is trained to anticipate before a dossier is ever submitted. Because the registration authority’s role is limited to checking the validity of the dossier itself, and it does not verify the underlying truthfulness of what is filed, the responsibility for getting the substance right sits entirely with the founder. Engaging a Vietnam corporate lawyer or a broader legal service in Vietnam at the outset is less about satisfying a legal requirement and more about avoiding the kind of stalled filing or later dispute that becomes far more expensive to fix after the Enterprise Registration Certificate has already been issued.

Is an Enterprise Registration Certificate proof that my capital contribution is valid?

No. This is one of the most misunderstood points in Vietnam company law. As explained above, Article 4.3 and 4.4 of the Decree confirm that the business registration authority is responsible only for the validity of the dossier — not for verifying that the founder or enterprise has actually complied with the law, and it does not adjudicate disputes among members, shareholders, or third parties. A smoothly issued certificate simply means the paperwork was in order; it says nothing about whether the capital contribution described in the dossier was genuinely and correctly made. That verification burden remains with the company, and the proof-of-contribution documents under Article 3.11 and 3.12 are what will actually be examined later — during a tax audit, a capital transfer, or a dispute among members — not the certificate itself.

What is the difference between a rejected filing and an invalid company under Vietnam enterprise law?

Under Vietnam enterprise law, these are two very different problems. A rejected filing is a procedural failure — for example, a scanned document not saved in the required format, or an incomplete electronic authentication step — that has nothing to do with whether the underlying information about the company is accurate. It simply means the registration authority cannot process the dossier as submitted, and the applicant must correct the technical defect and resubmit. An invalid or non-compliant company, by contrast, is a substantive problem: the founder or enterprise has filed information that is not accurate or truthful, or has not actually implemented what was represented in the dossier, particularly around capital contribution. The first problem stalls the process; the second creates liability that can surface much later, regardless of whether the initial filing was accepted without issue.

What should I check before opening a company in Vietnam under the current rules?

Beyond confirming that scanned documents meet the electronic formatting and authentication requirements discussed above, founders should treat the substantive accuracy of the dossier — especially anything describing capital contribution — as the real point of exposure, since the registration authority will not verify it for you. It is also worth confirming, before filing, whether your intended business lines fall under any sector-specific licensing regime, since the Enterprise Registration Certificate alone does not authorize operation in regulated sectors. Founders who simply reuse dossiers, templates, or workflows from before the current framework took effect are the ones most likely to encounter the technical rejection risk described earlier, so it is worth confirming current formatting and authentication requirements specifically, rather than assuming last year’s process still applies.

Is Vietnam corporate law the same for foreign investors as for domestic founders?

The core registration framework under Vietnam corporate law — the dossier requirements, the electronic authentication process, and the limited role of the registration authority — applies regardless of the founder’s nationality. What differs for foreign investors is the layer of additional scrutiny that can come with capital contribution: because foreign-invested capital contributions are more likely to be examined later in the context of a tax audit, a capital transfer, or an investment-related dispute, the documentary proof requirements under Article 3.11 and 3.12 carry proportionally more weight for foreign founders than for a purely domestic filing. This is precisely the gap where underestimating technical and documentary requirements tends to create the most costly problems down the line.

Working With Unilaw to Open a Company in Vietnam

Opening a company in Vietnam under the current framework is no longer just a matter of assembling the right documents — it requires getting the technical filing right, understanding exactly where the registration authority’s responsibility ends, and keeping the proof of capital contribution in a form that will hold up months or years later, not just at the moment of filing. Unilaw advises founders and investors through each of these stages, from structuring the initial dossier to fulfilling the post-licensing obligations that follow certificate issuance. If you are planning to open a company in Vietnam and want the substantive and procedural risks addressed before they become a stalled filing or a later dispute, contact Unilaw for tailored legal service in Vietnam based on the framework outlined in this article.