Corporate Law · 26.09.2024

How to Register a Company in Vietnam

How to Register a Company in Vietnam Vietnam has become a preferred destination for foreign investors due to its dynamic economy. However, understanding the process of how to register a company in Vietnam is essential to ensure compliance with local laws. The legal framework gove…

Lawyer UnilawReading time: 14 min

By Lawyer Le Phuong Thanh – UniLaw LLC

How to Register a Company in Vietnam

Vietnam has become a preferred destination for foreign investors due to its dynamic economy. However, understanding the process of how to register a company in Vietnam is essential to ensure compliance with local laws. The legal framework governing this process is primarily set out in the Law on Enterprises 2020 and Decree No. 01/2021/NĐ-CP on enterprise registration, which details the dossiers, procedures, and responsibilities of both investors and the business registration authorities. This article will provide a detailed step-by-step guide on registering different types of companies, key documents required, and tips to navigate the process efficiently.

Understanding the Legal Basis for Company Registration

Before diving into the practical steps, it is useful to understand a few legal principles that shape the entire registration process in Vietnam. Under Article 3 of Decree 01/2021/NĐ-CP, “enterprise registration” is officially defined as the act by which a founder registers information about the enterprise to be established with the business registration authority, and this information is then stored in the National Database on Enterprise Registration. This database is considered the authoritative legal source of information about a company’s status, meaning that any discrepancy between the paper certificate and the electronic record will be resolved in favor of the data that matches the original registration dossier (Article 6.2).

Another important principle, found in Article 4 of the Decree, is that the founder or the enterprise itself is fully responsible for the legality, truthfulness, and accuracy of the information declared in the registration dossier. The business registration authority (the Department of Planning and Investment) is only responsible for the validity of the dossier itself — meaning it checks that the paperwork is complete and properly formatted — but it does not verify or take responsibility for any violations of the law that occur before or after the company is registered. In practice, this means investors cannot simply rely on the fact that their company was successfully registered as proof that all underlying information (such as charter capital contribution or business lines) fully complies with the law; the burden of accuracy rests with the applicant.

It is also worth noting, per Article 5 of the Decree, that establishing a business is a right of individuals and organizations that is protected by the State, and registration authorities are strictly prohibited from creating unnecessary difficulties for applicants. Local authorities, ministries, and People’s Committees are also barred from issuing their own separate regulations on enterprise registration that diverge from the Decree — any such rules would simply be invalid. This uniformity is helpful for foreign investors, as it means the registration procedure should, in principle, be consistent regardless of which province the company is registered in.

1. Choosing the Right Business Structure

Before starting the registration process, you must choose a suitable business structure. The most common types in Vietnam are:

Limited Liability Company (LLC): Ideal for small to medium-sized enterprises, offering a simpler governance structure and limited liability for members.
Joint-Stock Company (JSC): Suitable for larger companies or businesses intending to list on the stock exchange, as it allows for an unlimited number of shareholders and easier capital mobilization.
Partnership: For professional service providers such as law firms or consultancy firms, where general partners bear unlimited liability.
Representative Office: Cannot engage in direct business activities but can conduct market research and liaison activities on behalf of the parent company.
Branch: An extension of the parent company, which can engage in commercial activities and generate revenue directly in Vietnam.

The decision on the type of entity is critical as it influences the steps for how to register a company in Vietnam, including the specific registration dossier required, the governance documents to be prepared, and the tax and reporting obligations that will apply once the company is operational. Investors should also consider how many owners or shareholders are involved, the level of liability they are willing to accept, and whether the business intends to raise external capital in the future, as these factors often determine which structure is most practical.

2. Steps for Company Registration

Step 1: Prepare Required Documents

The first step in how to register a company in Vietnam is gathering the necessary documentation. Depending on the type of business entity, the documents may vary slightly, but generally include:

Application for Enterprise Registration: This form can be downloaded from the Ministry of Planning and Investment’s website or the National Business Registration Portal.
Charter of the Company: This outlines the company’s internal governance structure, including the rights and obligations of members or shareholders.
List of Members or Shareholders: For an LLC, a list of members is required, while a JSC needs a list of founding shareholders.
Legal Documents of Investors: Copies of passports or ID cards for individuals, or legal status certificates for organizations acting as founders.
Proof of Registered Address: A lease agreement or land use right certificate is required to confirm the company’s head office location.

All foreign documents must be notarized and consularly legalized before submission. This step ensures compliance with the regulations for how to register a company in Vietnam as a foreign investor. It is also worth remembering, in line with Article 4 of Decree 01/2021/NĐ-CP, that once the dossier is submitted, the applicant is legally responsible for the truthfulness and accuracy of every declared detail — from the charter capital amount to the registered business lines — so it is advisable to have documents reviewed carefully, or by a legal advisor, before filing.

Additionally, under Article 7 of the Decree, when registering the company’s business lines, investors must select the appropriate four-digit sector codes under Vietnam’s national economic sector classification system. This ensures that the company’s registered activities are properly recognized within the national database and avoids complications later when applying for sub-licenses or conditional business permits.

Step 2: Submit the Application

The completed application must be submitted to the Department of Planning and Investment (DPI) in the province where the business will operate. This can be done in person, via mail, or online through the National Business Registration Portal. Regardless of the method chosen, the person submitting the dossier must be either the individual with authority to sign the application or a duly authorized representative, as specified under Article 3.4 of Decree 01/2021/NĐ-CP. For companies with more than one legal representative, care must be taken that the person carrying out the registration procedure acts strictly within the scope of authority granted, since each legal representative remains individually accountable for the proper exercise of their rights and duties.

Step 3: Receive the Enterprise Registration Certificate

Once the dossier is accepted, the Department of Planning and Investment (soon operating under the unified administrative structure referenced in Decree 168/2025/NĐ-CP) will review the application for formal validity and, if satisfied, issue the Enterprise Registration Certificate. Where the dossier is submitted electronically, Article 3.9 of Decree 168/2025/NĐ-CP requires that all electronic documents be in “.pdf” format, named according to the corresponding document type, and either signed with a digital signature directly on the electronic file or physically signed and then scanned in full color. This is not a mere technicality — the National Business Registration Portal validates the file format and naming convention before the application can even be lodged, and mismatched or incorrectly labeled files are a common, avoidable cause of rejection for investors who are still learning how to register a company in Vietnam through the online channel.

For applicants who authorize a third party — a legal representative delegating the task to staff, or a foreign investor instructing a Vietnamese law firm — Article 3.10 of the Decree confirms that the “person submitting the dossier” may be either the person with signing authority or someone duly authorized by that person. Where the application is filed online, identity confirmation is carried out through electronic authentication under Article 3.13, using methods such as a one-time password, biometric data, or a registered phone number linked to the applicant’s identity via the national identification and authentication system. In practice, this means foreign individuals who do not yet hold a Vietnamese-linked phone number or biometric credential may need to rely on a locally authorized representative to complete the electronic submission step, rather than attempting to self-file from abroad.

Legal Responsibility for the Dossier: What the Law Says Versus How It Operates in Practice

A point that frequently causes confusion among first-time investors is the allocation of legal responsibility between the applicant and the registration authority. Article 4.1 of Decree 168/2025/NĐ-CP states plainly that the founder or the enterprise itself declares the registration dossier and bears legal responsibility for the legality, truthfulness, and accuracy of the information declared — including in subsequent reports. At the same time, Article 4.3 provides that the business registration authority is responsible only for the validity (tính hợp lệ) of the dossier, and is not responsible for the legal violations of the enterprise or its founders. Article 4.4 goes further, stating that the registration authority does not resolve disputes between members, shareholders, or between the company and third parties.

Read together, these provisions describe a system built on formal, not substantive, review: the DPI checks that the correct forms have been used, that the required attachments are present, and that the declared information is internally consistent — it does not verify whether the charter capital has actually been contributed, whether the persons named as founding shareholders genuinely hold that status, or whether an underlying transaction referenced in a document is legitimate. In practical terms, this is precisely why Article 3.11 and Article 3.12 of the Decree separately define what counts as valid “evidence of completed transfer” (e.g., excerpts from the shareholder register, liquidation minutes for a transfer contract, or bank confirmation of payment) and “evidence of completed capital contribution” (e.g., the capital contribution certificate or a bank confirmation of funds transferred into the company’s account). These evidentiary categories exist precisely because the registration certificate itself is not proof that capital was contributed or that a share transfer was completed — it only confirms that a dossier meeting formal requirements was accepted.

From a legal opinion standpoint, this distinction has real consequences for foreign investors going through the process of how to register a company in Vietnam. An Enterprise Registration Certificate is, by design, a record of formal compliance, not a certification of the underlying commercial reality. If, for example, a nominee shareholder arrangement or an inaccurate declaration of registered capital is later disputed among members, Article 4.4 makes clear that the registration authority will not step in to resolve that dispute — the matter falls to the parties themselves, or ultimately to the courts, applying company law and contract law principles rather than the administrative registration file. Investors sometimes assume that because the DPI accepted a filing, the underlying arrangement described in that filing is legally secure; the Decree’s own text corrects that assumption. This is one of the reasons Unilaw advises clients to treat the registration certificate as the starting point of compliance, not the end of it, and to retain the underlying capital contribution or transfer evidence described in Articles 3.11–3.12 independently of what was submitted to the registration authority.

Step 4: Post-Registration Formalities

Receiving the Enterprise Registration Certificate is not the final step in the process. Following issuance, the company must still complete several statutory formalities before it can lawfully begin operations. These typically include: engraving the company seal (and, if the company chooses to manage its own seal design, notifying the design internally as company records rather than through a separate state approval step, in line with the simplified seal regime under the Law on Enterprises); opening a corporate bank account and, for foreign-invested enterprises, a capital account through which the registered charter capital must be transferred; registering for tax and, where applicable, value-added tax invoice issuance with the tax authority; and, if the company has employees, registering for social insurance participation and complying with labor reporting obligations. Each of these formalities interacts with the information originally declared in the registration dossier — for instance, the registered business lines under the four-digit sector codes referenced earlier determine which conditional licenses or sub-permits the company must additionally obtain before it can lawfully conduct certain regulated activities.

Because Decree 168/2025/NĐ-CP treats the accuracy of the original declaration as the applicant’s own responsibility, discrepancies discovered at this post-registration stage — such as a registered address that does not match the actual lease, or a charter capital figure that has not been contributed within the statutory timeframe — cannot simply be corrected by informal explanation to the tax or banking authorities. They require a formal amendment to the enterprise registration dossier itself, following the same evidentiary standards described above. This is why careful drafting and internal review at the initial filing stage, discussed in Step 1, remains the most cost-effective safeguard against complications at every later stage of the company’s life cycle in Vietnam.

Frequently Asked Questions

Is “Vietnam company law” the same as “Vietnam enterprise law”?

In practice, the two terms are used interchangeably by most foreign investors, and both point to the same underlying legal framework: the Law on Enterprises and its implementing decrees, including Decree 168/2025/NĐ-CP referenced throughout this guide. There is no separate statute called “company law” that operates independently from the enterprise law regime in Vietnam. When people ask about Vietnam corporate law in the context of company formation, they are generally asking about this same body of rules governing registration, charter capital, business lines, seals, and the post-registration formalities described in Step 4 above. The distinction matters less than understanding that every stage of the process — from the initial dossier in Step 1 through capital contribution evidence under Articles 3.11–3.12 — is governed by this single, integrated legal source rather than by fragmented or overlapping statutes.

How long does it typically take to register a company in Vietnam?

The timeline depends heavily on how the four steps discussed earlier are executed. If the initial dossier in Step 1 is prepared accurately — with business lines correctly mapped to the four-digit sector codes and capital contribution documentation aligned with what the registration authority expects — the registration authority’s own processing period is comparatively short. Delays typically arise not from the authority’s review itself but from corrections requested when declared information does not match supporting evidence, which, as explained in Step 4, cannot be fixed informally once discrepancies surface at the tax or banking stage. This is precisely why Unilaw treats careful drafting at the outset as a timeline safeguard rather than a mere formality.

Do I need a Vietnam corporate lawyer to register a company, or can I file the dossier myself?

Nothing in the Law on Enterprises or Decree 168/2025/NĐ-CP requires an applicant to engage a lawyer to submit an enterprise registration dossier. However, because the registration authority does not independently verify the substantive accuracy of what is declared — placing that responsibility squarely on the applicant, as noted in Step 4 — errors in charter capital figures, registered addresses, or business line classification often surface only after the certificate has already been issued, at which point correcting them requires a formal amendment rather than an informal fix. A Vietnam corporate lawyer’s role is generally less about the mechanical act of filing and more about anticipating these downstream consequences before they are locked into the registration record.

What kind of legal service in Vietnam is needed after the company is registered?

As Step 4 outlines, receiving the Enterprise Registration Certificate opens a further sequence of statutory formalities — seal arrangements, corporate and capital account opening, tax registration, and, where the company has employees, social insurance registration — each of which draws directly on information already declared in the original dossier. Ongoing legal service in Vietnam at this stage typically focuses on ensuring these post-registration steps remain consistent with what was filed, and on maintaining the independent record of capital contribution or transfer evidence described earlier, so that the company is not exposed if that consistency is later questioned by a licensing or tax authority.

Is the Enterprise Registration Certificate proof that a company is fully compliant?

No. As emphasized in Step 4, the certificate should be treated as the starting point of compliance, not its conclusion. It confirms that a dossier meeting formal requirements was accepted, not that every underlying fact in that dossier — the actual contribution of charter capital, the accuracy of the registered address, or the suitability of declared business lines for a company’s intended activities — has been independently verified by the state. Vietnam corporate law places that verification burden on the company itself, which is why Unilaw consistently advises clients to retain supporting evidence and revisit registered information whenever the company’s operations evolve.

Conclusion

Registering a company in Vietnam is, on paper, a defined four-step sequence — dossier preparation, submission and review, certificate issuance, and post-registration formalities. In practice, each step carries evidentiary and compliance obligations that extend well beyond the paperwork itself, from the accuracy of business line codes to the documentation required to substantiate charter capital contributions under Decree 168/2025/NĐ-CP. Investors who treat the process as a one-time filing exercise, rather than the foundation of ongoing corporate law compliance in Vietnam, are the ones most likely to face costly amendments later.

Unilaw has guided clients through each of these stages, including situations where registered information required careful reconciliation with underlying capital or lease documentation well after a certificate had already been issued. If you are planning to register a company in Vietnam, or need to review an existing entity’s registration for compliance gaps, Unilaw’s team is available to assist — from initial dossier drafting through post-registration formalities and ongoing corporate governance. Contact Unilaw today to discuss your specific circumstances with a qualified Vietnam corporate lawyer.