100% foreign-owned company
We set up wholly foreign-owned companies - LLC or JSC. Under the Investment Law that came into force on 1 March 2026, you can now incorporate first and obtain the Investment Registration Certificate afterwards. Corporate income tax is 20%. The annual business licence fee was abolished on 1 January 2026. We check your business lines against the conditional market access list, prepare the dossier and take the company through to full operational readiness.
Corporate, tax and reporting conditions for wholly foreign-owned companies under the 2026 reforms.
A limited liability company or joint stock company under the Enterprise Law 2020. Most investors choose an LLC; a JSC makes sense with several shareholders and plans to raise capital.
Full control without a local partner in most sectors. Restrictions remain on the conditional market access list: logistics, education, real estate, advertising.
At least one representative residing in Vietnam and holding a VNeID electronic identification. Without it, online filing is not possible.
The standard rate under the Corporate Income Tax Law 2025. VAT is 10%. The reduced 15% and 17% rates target small domestic businesses and are largely unavailable to foreign-invested enterprises.
There is no statutory floor for most business lines, but the amount must be justified to the licensing authority. Capital must be contributed within 90 days of ERC issuance through a Direct Investment Capital Account.
An annual audit is mandatory for every foreign-invested enterprise, with no revenue threshold. Accounts are kept under Vietnamese Accounting Standards and filed within 90 days of year end. The business licence fee was abolished on 1 January 2026.
The final cost depends on the package, your business lines, the charter capital and the scope of post-registration support.
Information current as of July 2026.
From basic LLC registration to a full package with a director's work permit, bank accounts and shareholder services.
Basic LLC registration
Director's visa and bank account
Complete support and shareholder services
For an LLC that is fully operational from day one: shareholder services, annual reporting and statutory audit.
Important: we advise on bank selection and prepare you for submission, but we cannot guarantee that an account will be opened. The final decision always rests with the bank after it has reviewed the company and its beneficial owners.
A manufacturing and trading base in Asia with full foreign ownership, a wide free trade agreement network and direct access to a market of 100 million people.
Electronics assembly, textiles, furniture, components. The CPTPP and EVFTA agreements remove tariffs on shipments to the EU and Asia-Pacific markets.
Bringing goods in and selling them domestically. This is a conditional business line: a separate trading licence is required on top of the IRC and ERC.
An engineering team at lower cost than China or India. Software and high-tech projects can qualify for a preferential tax rate of 10%.
The China plus one strategy. Similar logistics and supply chains, without the tariff exposure that comes with Chinese country of origin.
No local partner required in most sectors. Full control over strategy, profits and operations.
Since 1 March 2026 a company can be incorporated before the Investment Registration Certificate is issued. The conditional business line list has been cut by 38 entries.
17 agreements in force, including the CPTPP, EVFTA and RCEP. Preferential tariffs on almost every major export market.
High technology, semiconductors and R&D centres qualify for a 10% rate for up to 15 years, with an exemption in the first years.
Setting up an LLC calls for legalised investor documents, proof of financial standing and a signed office lease. The licensing authority assesses whether the project is real, not just whether the file is complete.
All foreign documents must be notarised, apostilled or consularised and translated into Vietnamese.
At least one representative permanently residing in Vietnam and holding a VNeID electronic identification. Without it, online filing is not possible. The role can be transferred to the investor once their residence card is issued.
One founder is enough, whether an individual or a company. 100% ownership is permitted in most sectors. Business lines on the conditional market access list - logistics, advertising, education, real estate - are subject to foreign ownership caps.
There is no statutory minimum, but the amount must be proportionate to the scale of the project. Capital must be contributed within 90 days of ERC issuance through a Direct Investment Capital Account. Missing the deadline leads to a fine and a mandatory capital reduction.
A genuine commercial address with a lease agreement and the landlord's title documents. Residential apartments are not accepted. Virtual offices do not qualify for foreign-invested enterprises.
The name is registered in Vietnamese in the form Cong ty TNHH, with an English version permitted alongside it. Business lines are declared against the VSIC classification and must be precise - vague wording such as "consulting" will trigger a request for clarification.
Corporate income tax is 20% and VAT is 10%. An annual audit is mandatory for every company with foreign capital.
Corporate income tax
the standard rate for foreign-invested companies
VAT
a reduced rate applies to certain goods
Withholding tax
dividends paid to a corporate shareholder abroad are not taxed
Audit
for every foreign-invested company, with no revenue threshold
A company registered in Vietnam is taxed on its profits worldwide. There is no territorial basis of taxation.
Priority projects in high technology qualify for a reduced tax rate and an exemption in their first years of operation.
The annual fee was scrapped for all companies on 1 January 2026.
Have the financial statements audited by a licensed Vietnamese audit firm
File the corporate income tax return within 90 days of the year end
Submit VAT returns monthly or quarterly
File the annual investment project implementation report
Make quarterly provisional corporate income tax payments
Profits can only be repatriated once the audit is complete, taxes are settled and the tax authority has been notified at least 7 working days in advance. Where the company carries forward accumulated losses, repatriation is not permitted.
Information current as of July 2026
The account is opened inside the country, with a Vietnamese bank. This is not optional: without a Direct Investment Capital Account you cannot contribute the charter capital within the statutory 90-day deadline.
The first and mandatory account. Charter capital comes in through it, and profits later leave the country the same way. It is opened once the ERC has been issued, ahead of the 90-day capital contribution deadline.
The second account, for day-to-day payments: payroll, rent, suppliers, taxes. It can be held with the same bank or another one. The larger Vietnamese banks work with foreign-invested companies in English.
The bank checks that your declared business lines match the IRC and ERC, verifies the source of the investor's funds and assesses whether the project is real. In nearly every case the legal representative must attend the branch in person to open the account.
We match the bank to your business lines, settlement currencies and payment structure before anything is filed.
Most of the time goes on legalising documents and on the licensing authority's review of the project. End-to-end timeline: from 30 days.
Vietnam is strong as a manufacturing and operating base, but it is not a light-touch jurisdiction. Here are the honest drawbacks and the countries that address them.
An end-to-end timeline of at least 30 days, document legalisation, a genuine leased office and a representative holding a local electronic identification. A fully remote incorporation is not possible.
Repatriation only follows a completed audit, settled taxes and formal notice to the tax authority. Where accumulated losses remain on the books, profits cannot leave the country at all.
Every foreign-invested company needs an annual audit, even a dormant one. Accounts are kept to Vietnamese standards in Vietnamese - a local accountant is not optional.
Logistics, advertising, education, real estate and retail remain on the conditional list: separate licences apply, and in some cases a local partner must hold a stake.
When you need a holding and treasury entity rather than a factory. Territorial taxation, remote account opening, and reporting that investors and banks already understand.
When manufacturing scale and supply chain depth matter more than anything else. The infrastructure outweighs Vietnam's, but costs run higher and regulation is tighter.
When you want a regional Asian office with English-language paperwork and a familiar banking environment. Simpler to own and run than Vietnam.
When the domestic Southeast Asian market is the goal. The largest economy in the region, but with higher capital requirements and a tougher list of conditional sectors.
Every project is different - we tailor the solution to the specific task, jurisdiction and business model.
Vietnam The client assembles electronics for home appliances, selling into the EU. Tariffs on goods of Chinese origin were eating into margins, and buyers had started asking outright whether there was a site outside China. Part of the line was moved to the Haiphong area - same logistics, component suppliers close by.
Solution We registered a wholly foreign-owned LLC. The time went not on the registration itself but on legalising the parent company's documents and on explaining the scale of the project to the licensing authority - the first version of the business plan came back with queries. The director got a work permit and a residence card, and the accounts were opened before the capital was contributed.
We didn't flee China, we just stopped being only Chinese. Half our purchasing is still there. What surprised me was that the paperwork took longer than the factory did. We slipped a month in the end, but that was our notary, not Vietnam.
Vietnam A product company wanted a development team of its own rather than an outsourced one. India and the Philippines were on the list; they settled on Da Nang - strong engineers, lower churn, and a workable time difference with the European office. Keeping the team through a vendor was costing more and gave them no control over the code.
Solution We set up an LLC for software development. The business line carried no conditional restrictions, so the ERC came first and hiring started straight away, with the Investment Registration Certificate running in parallel - the new law allows this. Bookkeeping went to a local provider from day one, because the standards and the language of the accounts are local.
We thought we'd save on salaries, and mostly we saved on churn. People don't leave after six months. The one thing I wasn't ready for was accounts in Vietnamese and an audit you need even when you've barely earned anything yet. That's just the cost of entry - budget for it upfront.
Vietnam The client imports cosmetics from Korea and wanted to sell in Vietnam directly, without a local distributor. The market is growing and the basket size holds up, but going through a partner was eating the margin and left them no control over pricing. They assumed a standard incorporation would be enough - it turned out that selling domestically is a conditional business line.
Solution We registered an LLC, but in a different order: the Investment Registration Certificate first, then the ERC, then a separate trading licence for retail. The charter capital was declared higher than originally planned - the authority would not accept an understated figure against the projected turnover. Accounts and import documents were in place before the first shipment.
I was sure I'd open the company and start importing. I found out mid-way that trading is a separate licence, and it cost us two months and a season. It's funny now, it wasn't then. If someone had simply told me at the start - check your business lines against the list - I'd have saved myself a lot of grief.
If your question isn't answered here, leave a request and we will look at your situation individually.
Book a consultationThe statutory timeframes are 15 working days for the Investment Registration Certificate and 3 working days for the Enterprise Registration Certificate. In practice, expect at least 30 days end to end, and more often 6 to 8 weeks. Most of that goes on legalising the investor's documents and on the licensing authority's queries about the substance of the project.
In most sectors, yes - manufacturing, IT, consultancy, export. Restrictions remain on the conditional market access list: logistics, advertising, education, real estate and retail. There you will either need separate licences or face a cap on foreign ownership.
Not entirely. You need a legal representative residing in Vietnam with an electronic identification, a genuine office under a lease agreement, and when the bank account is opened the representative is almost always required to attend the branch in person.
There is no formal minimum for most business lines, but the figure must be proportionate to the scale of the project - the authority will not accept an understated amount. It must be contributed within 90 days of incorporation through a Direct Investment Capital Account.
Corporate income tax of 20% on worldwide profits, and VAT of 10%. Dividends paid to a corporate shareholder abroad are not subject to withholding tax. Priority projects in high technology qualify for a preferential rate and an exemption in their early years.
Yes, for every company with foreign capital, with no exemption based on turnover. Even a company that has traded nothing at all still needs one. The accounts are prepared to Vietnamese standards and the auditor must be licensed in Vietnam.
Through the Direct Investment Capital Account, once the tax year is closed. The conditions are firm: a completed audit, settled taxes and at least 7 working days' notice to the tax authority. Where accumulated losses remain, repatriation is not permitted.
No. We prepare the file, handle the compliance work and arrange the representative's visit, but the decision rests with the bank. That said, refusals are rare in Vietnam: the bank is dealing with a company that already holds its certificates and a genuine address.
A company can now be incorporated before the Investment Registration Certificate is issued, provided the business lines are not on the conditional list. That list itself has been cut by 38 entries. The annual business licence fee was abolished on 1 January 2026.
An LLC suits most investors: simpler to run, up to 50 members, with restrictions on transferring interests. A JSC makes sense if you plan to bring in investors, issue shares or list - it requires at least 3 shareholders and a more elaborate governance structure.
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