Company Incorporation Guide

Vietnam company registration: IRC and ERC

Applicable country/region: VN - Vietnam

Published: September 26, 2026Updated: September 28, 2026

Written by our advisory team
Vietnam rules and requirements
Checked against official sources

Guide overview

Which certificate comes first, and what follows

Vietnam company registration for foreign investors rests on two certificates. The investment registration certificate (IRC) registers the investment project with the provincial Department of Finance (Sở Tài chính) or, inside a zone, the zone's management board. The enterprise registration certificate (ERC), from the business registration office, creates the company. Since 1 March 2026, the Law on Investment No. 143/2025/QH15 lets the company be founded first, and the IRC-first order remains open. Either way, the founder picks a legal form within the ownership its business lines allow, then builds a file that reaches the people behind a corporate investor. Next come what must exist in Vietnam, the first tax duty and the months after the ERC.

COMPANY TYPES

Choosing the form, then checking the market access list

A sole owner, person or foreign parent, uses the single-member limited liability company, in Vietnamese công ty trách nhiệm hữu hạn một thành viên. A second owner means a registered change into a multi-member LLC or a joint stock company (JSC), the form that issues shares. Foreign investors may own up to 100% unless a business line is on the market access list in Decree No. 96/2026/ND-CP, which sets out sectors not yet open and sectors open on conditions, such as an ownership limit. With several listed lines, the lowest limit applies and each line's conditions must be met, so register only the lines the company will run.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Vietnam LLC Basic Information

Ownership:

Private Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Vietnam LLC Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Negative

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Vietnam LLC Registered Capital Requirement

Minimum Registered Capital Requirement:

1. No min capital requirement;
2. Standard registered Capital is USD 130,000.

Capital Injection Not Required:

Negative

Capital Injection Requirement:

Capital need not be paid or verified before registration; the owner pays the full charter capital within 90 days of the ERC date (Law on Enterprises Art. 75(2)).

REQUIRED DOCUMENTS

Why the file looks through a corporate investor

The IRC authority judges the investor's legal status and financial capacity to fund the project's investment capital, which several kinds of documents can prove. The ERC file lists each beneficial owner, an individual with 25% or more of the capital or voting shares, directly or indirectly. Decree No. 296/2026/ND-CP makes the founder look through every ownership level, so a corporate shareholder's owners enter the file. Papers issued abroad need an apostille or, where the Apostille Convention does not apply, consular legalisation, plus a Vietnamese translation. Unless the project needs investment policy approval, the IRC is due within 10 working days of a valid file and the ERC within 3 working days, so foreign papers come first.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:

The business license of the holding company requires apostille.

Process: ApostilleFormat: Scan Copy

Company Bylaw:

The Articles of association of the holding company requires apostille

Process: ApostilleFormat: Scan Copy

Vietnam company registration requirements: premises and a resident

The address is a legal condition for setting up a company in Vietnam. Under the Law on Enterprises, the head office must sit in Vietnamese territory with a full address and a telephone number, and the Housing Law bars using an apartment for non-residential purposes. For the IRC, the project location needs a land-use, lease or similar document, so a leased office suits a service business while a factory or shop needs a fitting site. At least one legal representative must also reside in Vietnam; nationality is open, and the rule binds that person, not every director. The ERC does not open a conditional business line: a foreign-invested retailer needs a business licence and a licence for each retail outlet.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

USD 4,150

Requirements

Registered Address: An address in Vietnam is required

To register a Vietnam company, a Vietnam address is required. If you do not have a Vietnam address, you can choose the register address service provided by TKEG Expat ™ (US).

Included: No · Solution available

Estimated Cost

Estimated Cost:

USD 4,150

Check Eligibility And Calculate Price

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TAX

The first tax duties of a new company

The enterprise code on the ERC is also the company's tax code, so tax registration comes with the ERC and needs no separate filing. Resolution No. 198/2025/QH15 stopped collection of the business licence fee (lệ phí môn bài) from 1 January 2026, though older guides still list it. VAT is declared monthly by default, and a newly started company may choose quarterly. The company registers its use of e-invoices, one for each sale, with the Tax Department (Cục Thuế). The reduced rates for small enterprises are easy to misread: under the Law on Corporate Income Tax, they do not cover a subsidiary or associate of an enterprise that fails the revenue conditions itself.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

CIT Return Due Date:

For CIT finalisation, the due date is the last day of the 3rd month of the following financial year.

CIT Payment Due Date:

The same as the deadline for submission of the final CIT return (i.e. the last day of the 3rd month of the following financial year).

CIT Estimated Payment Due Date:

Quarterly payments must be made no later than the 30th day of the next quarter.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

0/5/10

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

0/5/10

Value-Added Tax (VAT)

General VAT Rate:

10%

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Vietnamese companies: capital gains taxed at the standard 20% CIT rate. Foreign sellers: from December 15, 2025, capital transfers generally subject to 2% CIT on sale proceeds. Securities transfers by foreign entities: 0.1% CIT on total sales proceeds.

Conclusion

What the ERC date sets running

From the ERC date, the owner has 90 days to pay the full charter capital. A cash capital contribution goes by bank transfer into the company's foreign investment capital account. Under State Bank of Vietnam (SBV) Circular No. 38/2026/TT-NHNN, this corporate bank account sits at one licensed bank and later carries profits abroad. Any shortfall means registering the amount actually paid within the next 30 days. A company founded before its IRC has 12 months to complete the IRC procedure. The project waits for it. Each year brings audited financial statements and the CIT finalisation, with quarterly and annual project reports. After incorporation, record the 90-day and, where it applies, 12-month deadlines from the date on the ERC.

Vietnam

Jurisdiction Overview

About Vietnam

Vietnam is one of Asia’s fastest-growing economies with competitive manufacturing costs, a young population of 100 million, expanding free trade agreements, and a booming tech and electronics sector.

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