BUSINESS FORMATION

Conditions for Establishing an Enterprise in Vietnam

Establishing a business in Vietnam requires compliance with specific legal conditions set forth in the Law on Enterprises 2020 and its guiding decrees. This guide outlines the essential requirements for individuals and organizations aiming to start a business in Vietnam.​

1. Legal Capacity of Founders

According to Article 17 of the Law on Enterprises 2020, all organizations and individuals have the right to establish and manage enterprises in Vietnam, except for the following cases:​

State agencies and units of the people’s armed forces using state assets to establish profit-making enterprises for their own agencies or units.

Cadres, civil servants, and public employees as defined by the Law on Cadres and Civil Servants and the Law on Public Employees.

Officers, non-commissioned officers, professional soldiers, defense workers, and officers in agencies and units of the Vietnam People’s Army; officers, professional non-commissioned officers, public security workers in agencies and units of the Vietnam People’s Public Security, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises or management at a state-owned enterprise.

Professional leaders and managers in state-owned enterprises as prescribed at Point a, Clause 1, Article 88 of this Law, except for persons appointed as authorized representatives to manage the State’s contributed capital in other enterprises.

Minors; persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control; organizations without legal status.

Persons who are being examined for penal liability, are detained, are serving prison sentences, are serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments, or are being prohibited by the Court from holding certain posts, practicing certain professions, or doing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Anti-corruption.

Organizations being commercial legal entities are prohibited from doing business or operating in certain fields under the provisions of the Penal Code.​

2. Business Name

The enterprise’s name must be unique and not duplicate or cause confusion with existing registered names. It should comply with the naming regulations stipulated in the Law on Enterprises and relevant decrees.​

3. Registered Office Address

The enterprise must have a legitimate business address within Vietnam, which will serve as the official location for business operations and correspondence.​

4. Charter Capital

Charter capital is the total value of assets contributed or committed to be contributed by members or shareholders within a specified period. While there is no minimum capital requirement for most businesses, certain sectors may require a minimum legal capital as stipulated by specialized laws.​

5. Business Lines

The enterprise must register its business lines, ensuring they are not prohibited or restricted by law. For conditional business lines, the enterprise must meet specific requirements and obtain necessary licenses or approvals before commencing operations.​

6. Application Dossier

To register an enterprise, the following documents are typically required:​

Application for enterprise registration.

Charter of the company.

List of members or shareholders.

Valid copies of personal identification documents for individuals; or establishment decision, enterprise registration certificate, and authorization documents for organizations.

Other documents as required for specific business types or sectors.​

7. Submission and Processing

The application dossier should be submitted to the Business Registration Office under the Department of Planning and Investment in the province or city where the enterprise is located. The processing time is typically 3 working days from the date of receipt of a complete and valid application.​

8. Post-Registration Procedures

After obtaining the Enterprise Registration Certificate, the enterprise must:​

Engrave the company seal and notify the Business Registration Office (if required).

Register with the tax authority and obtain a tax code.

Open a bank account and notify the tax authority.

Register for social insurance, health insurance, and unemployment insurance for employees.

Comply with other sector-specific requirements and obtain necessary licenses or permits.