Vietnam's default has shifted toward open: trading, import/export, wholesale and retail, and most professional services now allow full foreign ownership. The registration process reflects that shift too, it's built specifically around foreign capital rather than treating it as an exception. Here's what it takes to start a business in Vietnam in 2026.
1. Which business structure fits you?
Before you register anything, it helps to know what you're actually choosing between.
- LLC (Cong ty TNHH). The standard vehicle for foreign investors. A single-member LLC, 100% owned by one individual or one foreign company, is almost always the right starting point for a lean operation, and it can convert to a multi-member LLC or a joint stock company later if you bring in partners or investors.
- Representative Office. Can market and liaise on behalf of a foreign parent but cannot invoice or generate revenue, not a substitute for an operating company.
Confirm your specific business activity code (VSIC) is open to full foreign ownership before you go further, this is one of the first things to check, not an afterthought.
2. Register your business
Foreign-owned companies go through two certificates in sequence: first an IRC (Investment Registration Certificate), which approves your investment project, capital, business scope, and location; then an ERC (Enterprise Registration Certificate), which officially establishes the company as a legal entity. After the ERC, you get a tax code, create a company seal, register with the Department of Labor, open a business bank account, and lease an office. Most sectors have no prescribed minimum capital, though authorities will check whether your declared capital is realistic for the business plan in your IRC; a typical services or trading LLC declares somewhere between USD 10,000 and 50,000. The whole process generally takes 30 to 45 days if your documents are in order. Note that a foreign director needs either a Vietnamese work permit or a minimum of three years' experience in a management position.
3. Check licenses and permits
Vietnam doesn't issue a single national business license. What you need depends on your sector; certain activities carry additional licensing on top of the IRC/ERC process.
4. Understand Vietnamese taxes
Corporate Income Tax (CIT) is a flat 20% on profits, applied to worldwide income for Vietnam-incorporated companies. Tax incentives, including reduced rates and multi-year holidays, are available for high-tech, agricultural, and environmental projects that meet the conditions specified in their Investment Registration Certificate. A Business License Tax is due annually as a fixed fee, roughly VND 3 million (about $120) for most companies, with a first-year exemption for newly incorporated businesses and a three-year exemption for qualifying SMEs.
VAT applies at 0%, 5%, or 10% depending on the goods or services, with 10% as the standard rate. Personal Income Tax runs 5% to 35% progressively for residents and a flat 20% for non-residents on Vietnam-sourced income. Foreign Contractor Tax applies when transacting with overseas entities.
5. Stay compliant
Unlike local Vietnamese companies, 100% foreign-invested enterprises must have their annual financial statements audited by an independent auditing firm, no revenue threshold exempts them. You'll also file quarterly or annual investment activity reports through the National Foreign Investment Information System, plus monthly or quarterly VAT, quarterly provisional Corporate Income Tax payments, and monthly or quarterly Personal Income Tax filings for employees. Register for Social, Health, and Unemployment Insurance (SHUI) for any staff you hire.
Vietnam business costs at a glance
| Item | Cost |
|---|---|
| LLC declared capital (typical services/trading) | ~$10,000 to $50,000 |
| Monthly accounting and bookkeeping | ~$200 to $500/month |
| Annual audit (mandatory for foreign-owned companies) | ~$500 to $2,000/year |
| Business License Tax (annual) | ~VND 3 million (~$120) |
| Corporate Income Tax, standard | 20% |
| VAT, standard rate | 10% |
Frequently asked questions
What two certificates does a foreign-owned company need in Vietnam?
An IRC (Investment Registration Certificate) first, then an ERC (Enterprise Registration Certificate), issued in sequence.
Is there a minimum capital requirement in Vietnam?
Most sectors have no prescribed minimum, though authorities check that declared capital is realistic. A typical services or trading LLC declares USD 10,000 to 50,000.
What's the corporate tax rate in Vietnam?
A flat 20% on profits, applied to worldwide income for Vietnam-incorporated companies.
Are foreign-owned companies in Vietnam required to audit their financials?
Yes, 100% foreign-invested enterprises must have annual financial statements audited by an independent firm, with no revenue threshold exemption.
What's the standard VAT rate in Vietnam?
10%, though rates of 0% and 5% apply to certain goods and services.
Fees and rates above come from Vietnam's Ministry of Planning and Investment and General Department of Taxation as of 2026, and they do change over time, so double check before you file. None of this is legal or tax advice. Talk to a Vietnam-qualified accountant or lawyer about your specific situation.