Vietnam combines fast growth, a young workforce and wide trade access. GDP grew 8.02% in 2025. Registered FDI reached USD 38.42 billion, and disbursed FDI hit a five-year high of USD 27.62 billion, mostly in manufacturing. Opportunities are strongest in industry and manufacturing, information technology, energy and power, agriculture and agri-food, healthcare, and construction and infrastructure. Free-trade agreements such as CPTPP, RCEP and EVFTA give access to markets well beyond Vietnam.

The Law on Investment 2025 (No. 143/2025/QH15) replaced the 2020 law on 1 March 2026. Key changes for foreign investors:A foreign investor may now set up the company first, then obtain the Investment Registration Certificate (IRC), provided market-access conditions are met.The list of conditional business lines was cut to 198, with 38 removed. Management shifts from pre-approval to post-inspection from 1 July 2026.A "green lane" procedure is available for projects in industrial parks, export processing zones and high-tech zones.The provincial Department of Finance issues IRCs for projects outside these zones.Other changes: the annual business licence fee was abolished from 1 January 2026, and the new Law on Tax Administration (No. 108/2025/QH15) took effect on 1 July 2026. Read more: Vietnam's shift to ex-post regulation.

Yes, in most sectors. Restrictions depend on the sector, not the investor's nationality. Some sectors have ownership caps (for example, banking) or require a joint venture with a Vietnamese partner (for example, advertising and inbound travel services). A small number of sectors are closed to foreign investors. Market access follows Vietnam's WTO and free-trade commitments. Investors from countries outside those commitments may face additional review. Land use near borders, the coast and defence areas is also restricted. Our regulatory advisory checks the conditions for your specific business lines.

Limited liability company (LLC): one member, or two to 50 members. The most common choice. Charter capital must be contributed within 90 days of registration.Joint stock company (JSC): at least three shareholders; can issue shares to raise capital.Representative office: market research and liaison only; it cannot earn revenue.Branch: allowed only in sectors where Vietnam has made commitments, such as banking and insurance.Business cooperation contract (BCC): a contractual partnership with a Vietnamese company, without creating a new entity.We compare these options for your business model as part of our regulatory and entry advisory.

It depends on your sector, supply chain and talent needs. Since July 2025, Vietnam has 34 provinces and cities after a major merger.Ho Chi Minh City now includes the former Binh Duong and Ba Ria–Vung Tau. It combines the country's largest consumer market, major industrial parks and the Cai Mep deep-water port.Hanoi is the capital and the centre of the northern consumer market.Bac Ninh (merged with Bac Giang) and Hai Phong (merged with Hai Duong) are the main northern hubs for electronics and manufacturing.Da Nang (merged with Quang Nam) is the central hub for IT, tourism and logistics.Our market research can compare locations for your sector.

There is no general minimum, except in a few regulated sectors such as banking. The authorities check that the capital is sufficient for the planned activities. In practice, capital should cover operating costs until the company earns revenue.

The company needs at least one legal representative who resides in Vietnam; this person can be a foreigner or a Vietnamese national. The head office must be a real, identifiable address. Virtual offices are rarely accepted for foreign-invested companies, and apartments in residential buildings cannot be used as a head office.

Under the Law on Investment 2025, the company can be registered first. The Enterprise Registration Certificate (ERC) is usually issued within about 3 working days of a complete application. The IRC timeline depends on the project; standard projects without in-principle approval commonly take two to four weeks. Allow four to eight weeks in total, including the company seal, bank accounts and tax setup.

The Law on Investment 2025 lists 198 conditional business lines. From 1 July 2026, many of them move to post-inspection: the business meets the published conditions and the authorities check compliance later. Others still need a licence before operating. Read more: Vietnam's shift to ex-post regulation. Foreign-invested companies that import, distribute, retail, provide logistics or run e-commerce platforms also need a Business Licence from the provincial People's Committee under Decree 342/2026. Processing times and renewal rules vary by sector, so build in time for document preparation and revisions.

Import and distribution: a Business Licence for foreign-invested companies. Some goods, such as lubricants, rice, sugar and publications, have extra conditions.Food: a food safety certificate for most production and trading facilities, plus a product self-declaration or registration. The competent authority depends on the product.Alcohol: distribution and wholesale licences from the provincial Department of Industry and Trade; retail licences at commune level.Medical devices: devices are classified A to D. Class A and B devices are declared; Class C and D devices need a marketing authorisation. Clinics and hospitals need an operating licence. See our healthcare industry page.Travel services: an international travel licence requires a bank deposit. Foreign investors may operate only through a joint venture, for inbound tourism.

Open a direct investment capital account and a current account.Contribute charter capital within 90 days.Declare beneficial ownership information (required since July 2025).Set up e-invoices and register for VAT, corporate income tax and personal income tax.Register employees for social, health and unemployment insurance.Set up the accounting system and appoint a chief accountant.Obtain sector licences where required.The annual business licence fee no longer applies from 2026.

Every company must keep its books under Vietnamese Accounting Standards (VAS), appoint a chief accountant, file regular tax declarations, and have its annual financial statements audited. These tasks can be outsourced to an accounting service provider. MSC provides accounting and tax compliance services for foreign-invested companies, including bookkeeping and VAS reporting, chief accountant services, VAS–IFRS mapping, tax declarations, payroll and PIT, and transfer pricing documentation. The annual audit is performed by an independent audit firm, and we prepare the company for it.

Each foreign employee needs a work permit, or a certificate of exemption, plus a suitable visa or temporary residence card. Applications are filed online through the National Public Service Portal. Under Decree 219/2025, a work permit is valid for up to two years and can be extended once for up to two more. Foreigners working in Vietnam for less than 90 days in total per year do not need a work permit. Their personal income tax and payroll must be handled from the first month.

The company must update its ERC, and its IRC if the address appears there. It should then update its invoices, bank records and signage. A move to another province also changes the tax authority that manages the company.

Foreign investors can buy shares or contribute capital to an existing Vietnamese company. Some transactions must be registered with the provincial Department of Finance before completion, for example in conditional sectors or where the target holds land in sensitive areas. Listed companies also follow securities rules, including foreign ownership limits. Company profiling and a clear share purchase agreement are essential.

Not to register a company. A corporate service provider can handle registration and licensing and ongoing accounting and tax compliance. For legal opinions, disputes, litigation or complex acquisitions, you should use a licensed Vietnamese law firm. MSC is a consulting firm, not a law firm, and works with partner law firms when a matter needs one.

The main risks are complex and changing regulations, differences in how rules are applied across provinces, choosing the wrong partner, and missed compliance deadlines after setup. To reduce them:Check market-access conditions and licensing requirements for your sector before choosing an entry model, through regulatory and compliance advisory.Verify a partner's legal status, tax compliance and licences with company profiling before signing.Plan accounting, tax and payroll compliance from day one, not after registration.Obtain a Vietnamese legal opinion from a licensed law firm where a transaction or dispute requires one.See also: Working with Vietnamese authorities.

Registering a company is only the first step. From day one, the company has to handle tax filings, social insurance and statutory reporting, and these rules change regularly. Setup-only services usually end once registration is complete, so companies are often left to manage these obligations without local support, which is when costly errors are most likely.

Many market entry failures come from committing capital before confirming demand. Market research on demand, pricing and competition shows whether to start with a local distributor, a representative office or a wholly owned company. It also surfaces licensing requirements early, before they become costly surprises.

Relationships matter, but they work best alongside clear contracts and reliable delivery. Expect decisions to involve several people and take time. Address senior participants first, keep communication respectful and indirect, and avoid aggressive tactics. Pair relationship-building with due diligence on your partner and written agreements on key terms. Our business trip support includes interpreters and a pre-meeting briefing on local etiquette.

Market entry support usually covers four stages: research, choosing an entry model, finding partners, and running the business after setup. MSC's services include:Market research on demand, competitors, pricing, distribution and the regulatory environment.Advice on the entry model: a representative office (liaison only), a local distributor or joint-venture partner, or a 100% foreign-owned company.Partner and buyer search and company profiling, including checks on legal status and licences.Business development and business promotion: lead generation, meetings and events.Post-setup operations: accounting, tax compliance, and payroll and social insurance.

Many market entry consultants deliver research and strategy only. MSC combines advisory with hands-on execution: partner search, business trips to Vietnam, licensing support, and accounting, tax and payroll once the company is running. This suits both large companies and SMEs without an in-house team in Vietnam. MSC does not receive fees or commissions from the Vietnamese partners or suppliers it introduces, so our recommendations follow the client's interests. We suggest involving us at the start, so research, entry structure and post-setup operations are planned together. Book a call to discuss your plans.

Through our regulatory and compliance services, we check which licences and conditions apply to your activities, prepare and review the dossier, coordinate submissions and follow up with the authorities. Processing times and final decisions rest with the authorities. Where a legal opinion is needed, we work with partner law firms. Book a call to discuss your project.