Most guides to starting a business in Vietnam, and to starting a small business here in particular, describe a happy path. This one starts with the four conditions a registration must meet, because that is where files actually fail.
What the registry checks before starting a business in Vietnam becomes official
Article 27(1) of the Enterprise Law lists the conditions, and there are only four. The sector must not be prohibited. Its name must comply with Articles 37 to 39 and Article 41. A valid dossier must accompany it. Finally, the registration fee must be paid.
Notice what is missing from that list. Nobody assesses the business plan. Nobody judges whether the capital figure is realistic. So registration is a formal check, and files fail on form rather than on merit.
Article 26(5) then sets the clock. Within three working days of receiving the dossier, the registry must review it and either register the company or state in writing what needs fixing. A refusal must also be in writing, with reasons.
Three working days sounds fast, and it is. However, the clock restarts with each corrected filing. Consequently a single formatting defect can cost a fortnight, and a wrong legal citation can cost far more. One decided case shows how much: see the refused transfer file in our note on the limited liability company in Vietnam, where a buyer who had paid VND 3.5 billion ended up owning nothing.
Choosing the form before starting a business in Vietnam
Four forms are available to anyone starting a business in Vietnam, and the choice is hard to reverse later. For a small business the field narrows quickly, as the next three sections show.
Limited liability company, the usual answer for a small business
Most founders land here. A single-member company suits one owner or a wholly foreign-owned subsidiary. A multi-member company takes 2 to 50 members under Article 46. Either way, liability stops at the capital actually contributed.
Joint stock company
This form needs at least three shareholders, and it can issue shares. Founders who expect outside investment within a few years often start here, because converting later costs time and filings.
Private enterprise and partnership
A private enterprise has one owner with unlimited liability, which puts personal assets at risk. A partnership suits regulated professional practices. Neither form fits a founder who wants a clean separation between the business and the household.
Where the file goes when starting a business in Vietnam today
The authority for starting a business in Vietnam changed in 2025, and older guides are out of date on this point.
Under Article 20 of Decree 168/2025/ND-CP, business registration at provincial level now sits with the registration body inside the Department of Finance. A hi-tech park management board registers companies located inside its park. Household businesses register at commune level instead.
Article 26(1) of the Enterprise Law allows three filing routes: in person, by post, or online through the National Business Registration Portal. An electronic dossier carries the same legal force as a paper one. Note one recent change, though: the 2025 amendment repealed Article 26(3) and 26(4), which had named the digital signature and the business registration account as the ways to sign online. The Government now sets the online procedure by decree instead.
What goes into the dossier
Decree 168/2025 points back to the Enterprise Law for contents: Article 19 for a private enterprise, Article 20 for a partnership, Article 21 for a limited liability company and Article 22 for a joint stock company, each as amended in 2025.
One recent simplification matters in practice. Where a founder declares a personal identification number under Article 11 of the decree, the dossier no longer needs copies of identity papers for that person. Fewer notarised copies means fewer defects.
Article 34 of the decree carries a warning worth repeating. The registration fee falls due when the dossier is filed, and the State does not refund it if registration is refused. So the cheapest filing is the one that is right the first time.
What a foreign founder must do first
A foreign founder starting a business in Vietnam cannot begin with the company. Article 26(1) of the Investment Law 2025 requires an investment registration certificate for any project of a foreign investor, and Article 27 names the issuing authority: the Department of Finance outside industrial and economic zones, the zone management board inside them.
Two shortcuts exist, though, and both are worth checking before filing.
Article 26(2)(c) exempts capital contribution and share purchase. Buying into an existing Vietnamese company therefore avoids the certificate, subject to the registration step in Article 21(3) where the stake crosses 50% or the sector is restricted.
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 in-principle approval, technology appraisal, the environmental impact report, detailed planning and the construction permit. Furthermore, under Article 24(5) of Decree 168/2025 the formation dossier for such a project need not attach the investment certificate at all.
After the certificate: the first deadlines of a business in Vietnam
Article 33 of Decree 168/2025 is clear about when trading may start. The company may operate from the day the enterprise registration certificate issues, unless the sector is conditional, in which case the sector licence comes first. A founder may also register a later start date.
Then the real deadline begins. Article 47(2) of the Enterprise Law gives members 90 days from the certificate to contribute the capital they committed, in the asset type promised. Shipping, import and ownership transfer do not count against that clock.
Miss it and Article 47(3) applies automatically. A member who paid nothing stops being a member. A member who paid part keeps rights matching the payment. Meanwhile the company has 30 days under Article 47(4) to register the corrected capital.
Three further steps usually follow in the first month of a business in Vietnam: opening the company bank account, registering for tax, and enrolling any employees in compulsory insurance. None of these is optional, and none of them waits for the business to become profitable.
The mistakes that cost founders the most time
Certain errors recur often enough to be worth naming. Each one delays starting a business in Vietnam by weeks rather than days.
First, citing a repealed law in the company documents. Registries refuse those files, and a founder who copies an old template will meet that refusal.
Second, declaring charter capital that nobody intends to pay within 90 days. That figure is a commitment, not a marketing line.
Third, choosing a name that collides with an existing one or with a registered trademark. Check the national portal before printing anything.
Fourth, treating a conditional sector as ordinary. Registration grants the company existence, not the right to trade in a licensed activity.
Legal basis
- Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Articles 19 to 22 on registration dossiers, Article 26 on filing routes and the three-working-day rule, Article 27 on the conditions for issuing the certificate, Article 46 on the limited liability company, and Article 47 on the 90-day capital deadline.
- Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Articles 26 and 27 on the investment registration certificate and the issuing authority, Article 21 on capital contribution and share purchase, and Article 28 on the special investment procedure.
- Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration — Article 20 on the registration authority, Article 24 on dossiers, Article 33 on the certificate, and Article 34 on the fee.
Decided cases are published on case.unilaw.vn. Company forms, capital and governance sit with our Vietnam corporate lawyers, foreign entry with our Vietnam investment lawyers, and partner structures in our note on the joint venture company in Vietnam.
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