Vietnam company formation for non-residents

Who a Vietnam company suits

A Vietnam company suits founders who will operate in Vietnam: run a factory, employ engineers, import goods or sell to Vietnamese customers. It is an onshore operating company with local tax, audit and labour duties.

It is a poor fit for a pure holding or invoicing company with no staff in the country. For that, many founders look at Singapore or Hong Kong and add a Vietnam subsidiary later, once operations start.

Foreign ownership and market access

Vietnam allows 100% foreign ownership in many sectors, but it is not open by default. The Law on Investment 2025 (No. 143/2025/QH15, in force from 1 March 2026) and Decree 96/2026/ND-CP list business lines that are closed to foreign investors or open only on conditions.

Conditions can mean an ownership cap, a minimum capital, a sector licence or a local partner. Distribution, logistics, advertising, education and some telecom services are areas where conditions often apply. Software development and most manufacturing are usually open.

Your business lines are written into your registration, and you commit to meeting the market-access conditions when you file. That is why we check your activities first and adjust the wording before anything is lodged.

• Open sectors: full foreign ownership, standard filing.
• Conditional sectors: caps, capital or licence conditions apply; we tell you which.
• Closed sectors: we tell you before you pay and suggest a structure that works.

How the setup works

A foreign investor needs two registrations: an enterprise registration certificate for the company and an investment registration certificate for the project. Under the 2025 Investment Law, a foreign investor can in many cases set up the company first and obtain the investment certificate afterwards.

The enterprise registration certificate has a statutory time limit of 3 working days once the file is complete, under the Law on Enterprises and Decree 168/2025/ND-CP. The investment registration step takes longer and varies with the sector and the province. We give you a dated plan once your documents are ready.

Most delays in Vietnam come from preparing documents abroad. Documents issued outside Vietnam must be notarised, legalised for use in Vietnam and translated into Vietnamese before filing.

For an individual investor, that usually means a certified passport copy and a recent bank statement showing funds for the planned capital. For a corporate investor, it means the certificate of incorporation, the constitution, a board resolution approving the investment and recent financial statements.

Legalisation rules depend on your country, so we send you a checklist for your country on day one. Where your country and Vietnam have an exemption arrangement, fewer steps apply.

• Week 0: sector check and business-line wording.
• Week 1–2: documents signed, legalised and translated.
• Filing: enterprise and investment registrations lodged by us.
• After licensing: seal, tax registration, bank account and capital contribution.
• Individual investor: passport, proof of address, proof of financial capacity.
• Corporate investor: incorporation certificate, constitution, board resolution, financial statements.
• For every file: head office lease in Vietnam, business-line description, legal representative details.

Tax: what a Vietnam company pays

Corporate income tax is 20% as standard under the Law on Corporate Income Tax 2025 (No. 67/2025/QH15). From the 2025 tax period, companies with annual revenue up to VND 3,000,000,000 pay 15%, and those with revenue up to VND 50,000,000,000 pay 17%. The band depends on the previous year's revenue.

Investment incentives, such as reduced rates or tax holidays, exist for some sectors and locations. They are granted under set conditions, so we confirm your eligibility before you count on them.

The annual business licence fee was abolished from 1 January 2026 under National Assembly Resolution 198/2025/QH15. VAT, personal income tax for staff and withholding tax on payments to foreign suppliers still apply.

Capital, bank account and annual compliance

Charter capital must be paid in full within 90 days of the enterprise registration certificate. There is no general minimum, but the amount should be realistic for your plan, and some sectors set their own minimum.

Foreign investors must send capital through a direct investment capital account at a licensed bank in Vietnam. Profits are sent abroad through the same channel after tax and audit. We introduce you to banks and prepare the application; the bank decides.

A Vietnam company files monthly or quarterly tax returns, an annual tax finalisation and audited financial statements. Foreign-invested companies must be audited every year by an independent audit firm.

Since 1 July 2025, companies must collect and update information on their beneficial owners and give it to the authorities on request. Changes to owners, capital, address or legal representative must be registered.

We keep the calendar, send reminders and quote bookkeeping and audit work up front so the annual cost has no surprises.

FATF and EU list status

Vietnam has been on the FATF list of jurisdictions under increased monitoring since June 2023 and remained on it after the June 2026 plenary. On 17 February 2026 the Council of the EU added Vietnam to its list of non-cooperative jurisdictions for tax purposes. Vietnam is also on the EU list of high-risk third countries for anti-money laundering (Delegated Regulation (EU) 2016/1675, version in force from 29 January 2026), a separate list that requires EU banks and other EU firms to apply enhanced due diligence.

In practice, some banks apply enhanced due diligence, and EU-based counterparties may apply defensive tax measures on payments to a Vietnam company. We tell you which banks and structures are affected before you pay. The EU list is reviewed again in October 2026.

What you pay with OCC

Your year-1 package starts at a fixed quote all-in, with the registration fees included. From year 2 the renewal starts at a fixed quote. You see both numbers before you pay.

Three items depend on your situation and are quoted separately: document legalisation in your home country, a resident legal representative if you have none, and the annual bookkeeping and audit. We quote them up front so year 1 and year 2 have no hidden costs.

If we cannot incorporate your company, we refund the service fee (minus courier costs).