Entity Formation in Vietnam

Ready for a permanent Vietnamese presence? We help you incorporate the right way, and stay alongside you for the accounting, payroll, and compliance that follow. Independent advice, including telling you when it is too early.

  • Independent advice
  • Vetted partners
  • Honest timing

What incorporating in Vietnam means

A limited liability company, typically set up as a Wholly Foreign-Owned Enterprise (WFOE), is the standard vehicle for a permanent business presence — established through the applicable investment registration (IRC), enterprise registration (ERC, which serves as the company’s tax number) and any sector-specific approvals — the sequence and competent authority depend on the investment structure, business line and project. When you form one, you become the legal employer and operator in Vietnam, with full control and no per-employee EOR fees, in exchange for the setup and ongoing compliance burden.

01

Your own company

Your own Ltd makes you the legal employer and operator in Vietnam, with full control of employment terms and a local brand presence.

02

Lower cost at scale

No per-employee EOR fees. For permanent, proven headcount, owning the entity is more cost-effective than ongoing EOR arrangements.

03

Setup takes time

Foreign-invested setup is a multi-step process — it can involve investment registration (IRC), enterprise registration (ERC, which serves as the company’s tax number) and sector-specific approvals, with the sequence and competent authority depending on the investment structure, business line and project, followed by tax, e-invoice and social-insurance registrations — and timelines vary with licensing conditions. You cannot employ anyone until registration completes. Timing the move matters, which is why many companies bridge with an EOR first.

How incorporating in Vietnam works, step by step

From structuring the company to operating it compliantly.

01 — Structure & prepare

We confirm incorporation is right for you, then prepare the investment dossier — parent-company legal status, notarised financials and identity documents, registered business address — and check name availability and any business-line conditions before filing.

02 — Capital & bank deposit

Charter capital appropriate to the project is committed in the investment-registration filing; investors’ notarised documents support the dossier, a capital account is opened at a Vietnamese bank, and the capital is lodged within the statutory window after enterprise registration completes.

03 — Register the company

The applicable registrations are completed — investment registration (IRC), enterprise registration (ERC), which confers legal personality and serves as the tax number, and any sector-specific approvals, in the sequence your structure and business line require — followed by tax, e-invoice and social-insurance registrations with the Vietnam Tax Department (Tong cuc Thue) and Vietnam Social Security, so you can operate and employ compliantly.

04 — Operate & stay compliant

Business bank account, then ongoing accounting, payroll, filings, and annual reporting, all of which we can run for you.

What incorporating in Vietnam costs

Two kinds of cost: the one-off formation, and the ongoing operating obligations. Vietnam’s formation cost is driven less by registry fees than by the licensing conditions of your business lines and the charter capital you commit to the project.

Share capital & formation

There is no general statutory minimum for most business lines: charter capital is project-specific, recorded in the investment registration, and must be credible for the business plan. It is lodged within the statutory window after enterprise registration completes. Conditioned business lines can carry their own capital and licensing requirements.

Corporate tax

20% standard corporate income tax, with higher rates in certain extractive sectors and preferential incentive rates for qualifying priority sectors and locations.

VAT

VAT applies at 5% or 10% depending on the goods or services, with 0% on exports; e-invoicing runs through the Vietnam Tax Department (Tong cuc Thue). Registration and filing are part of standard post-incorporation setup.

Ongoing obligations

Accounting under Vietnamese Accounting Standards, monthly payroll (income tax and social insurance), VAT and corporate income tax filings, Business License Tax, and annual financial reporting — all of which we can run for you.

Why form your Vietnamese company through Bradford Jacobs

Why companies incorporate in Vietnam through us rather than a one-off formation agent.

We advise you on the best time to incorporate

We are independent: we assess what you actually need, place you with the right vetted partner, secure pricing you will not get going direct, and stay on your side to escalate or renegotiate. You get advice, not a product pitch.

  • Independent advice
  • Vetted partners only
  • On your side at renewal

End-to-end, not just the paperwork

We do not disappear after registration. We stay on for the accounting, payroll, and compliance, so your company runs, not just exists.

  • Beyond registration
  • Ongoing compliance
  • One team throughout

The right specialists, in place

Bank, tax, and accounting partners we have vetted and worked with, coordinated for you, so the process moves and nothing gets missed.

  • Vetted specialists
  • Coordinated for you
  • Nothing gets missed

Two decades of formations

Two decades forming and running entities across global markets, with the local knowledge to keep you compliant and out of the common traps.

  • Incorporations
  • Legal & tax partners
  • Traps avoided

We run it after you form it

Incorporation is the start, not the finish. We stay on for accounting, payroll, tax filings, and annual accounts, so your company operates from day one without you building a local finance function.

  • Full back office
  • Accounting & payroll
  • Annual accounts

The incorporation trap nobody flags

A growing business hits a good quarter and someone says, let us just set up a proper Vietnamese company. It sounds responsible. It usually is not, yet. Here is what people expect against what happens in practice.

Employment & payroll obligations

Expectation: it takes a few weeks and is just admin. Reality: registration is a multi-step investment process, and after registration completes you still need tax, e-invoice and social-insurance registrations, a capital account with the charter capital lodged, and employer registrations before the first compliant hire. The calendar cost lands exactly when the team was meant to be working.

Tax, filing & reporting obligations

Expectation: we can always reverse it. Reality: dissolving a Vietnamese company needs tax finalisation with the Vietnam Tax Department (Tong cuc Thue), employee and creditor settlement, and deregistration steps that take far longer than formation did. Form the entity when the headcount justifies it, not before.

What we handle for your company

Beyond incorporation, we can run the full back office for your company.

Compliant payroll

Compliant Vietnamese payroll and employment administration, issued and maintained for you.

Payroll & filings

Monthly payroll run, with income tax and social insurance calculated, withheld, and filed each month.

Statutory benefits

All statutory benefits administered: annual leave, sick pay, parental leave, and statutory notice.

Compliance & support

Ongoing HR compliance and a single point of contact, for the life of the engagement.

Your questions answered

Straight answers on incorporating and running a company in Vietnam.

How long does it take to incorporate in Vietnam?

It is a multi-step process rather than a fixed number of days: investment registration, enterprise registration and any sector-specific approvals — in the sequence your structure and business line require — then the post-licensing registrations, with timelines that vary by business line, licensing conditions and banking checks. If you need people working sooner, an EOR hire starts in days while the registration runs.

There is no general statutory minimum for most business lines: charter capital is project-specific, recorded in the investment registration, and must be credible for the business plan. It is lodged within the statutory window after enterprise registration completes. Conditioned business lines can carry their own capital and licensing requirements.

Yes — most sectors permit 100% foreign ownership through a WFOE, subject to Vietnam’s market-access conditions; some conditioned sectors cap foreign ownership or require a joint venture with a local partner. Every company needs a resident legal representative in Vietnam.

Incorporate when you have permanent, proven headcount and want full control, and the per-head savings justify the ongoing costs. Use EOR while you are still validating the market or need people working quickly. Most companies start with EOR and incorporate later. We advise on the crossover.

Accounting under Vietnamese Accounting Standards, monthly payroll (income tax and social insurance), corporate tax and VAT filings, Business License Tax, labour-use reporting, and annual financial statements. Most owners hand the back office to a partner and keep their time on the business.

Two different cases sit on the same LLC vehicle. A holding structure is possible but rarely the reason to incorporate here — investors typically hold Vietnamese subsidiaries from abroad. Conditioned sectors — finance, education, real estate, logistics and others on the market-access lists — carry extra licences, ownership caps or capital conditions, which we scope before you commit.

Yes, and it is how most companies use us. Beyond incorporation we provide ongoing accounting, payroll, and compliance, so your Vietnamese company operates smoothly from day one without hiring locally for back office.

Ready to form your company in Vietnam?

Tell us your plans for Vietnam and we will tell you honestly whether now is the time to incorporate, then handle it end to end if it is, usually scoped within a day. No formation-mill upsell, just the right call.

Tax and labour data verified August 2026 (Vietnam Tax Department — Tong cuc Thue, Vietnam Social Security, Ministry of Home Affairs guidance, official gazette texts). Figures change; we confirm the current position when we scope your hire.

Entity types

Subsidiary Entity Set Up in Vietnam

Vietnam Entity Set Up

Launching a subsidiary overseas will take more time than you imagined and eat up funds in a venture that has no guarantee of success. Vietnam is no exception, with procedural barriers in the way of making a swift and successful international expansion . The World Bank rates Vietnam 70 th out of 190 nations for ‘ease of doing businesses, but outside the top 100 in four categories, including paying taxes.

Incoming businesses typically choose a Limited Liability Company (LLC), known as a Wholly Foreign-Owned Enterprise (WFOE).The subsidiary operates within Vietnamese Companies Law and must comply with registration legalities before being allowed to onboard staff and run payroll.

Expanding overseas is a major step. If the move fails, companies face the extra expenditure and stress of closing the business, selling property, and paying off employees. It is easy to stumble while chasing two objectives – advancing your company at home while moving into a new territory, maybe thousands of miles overseas.

How to set up a Vietnam Subsidiary

A Wholly Foreign-Owned Enterprise in Vietnam is typically set up as a Limited Liability Company (LLC) subsidiary and it should be established through capital investment from its founders or ‘members’, as the term shareholder is not used in this company context.

The founders have similar rights and responsibilities to shareholders with their liability restricted to their capital contribution recorded in the LLC’s company charter.

An LLC subsidiary needs to obtain licenses for its respective business activities either before or after registration, but all capital must be lodged within the statutory window after the business registration certificate is issued.

Setting up a Wholly Foreign-Owned Enterprise (WFOE) as a limited liability company in Vietnam requires:

  • A minimum one ‘member’ shareholder
  • One resident director as the company’s legal representative
  • A local business bank account
  • Approval for a Foreign Investment Certificate (FIC), with charter/investment capital appropriate to the project

Capital requirements are project-specific: charter/investment capital is recorded on the Investment Registration Certificate and depends on the business line and regulatory conditions — there is NO general statutory minimum.

  • Bank document certifying deposit of capital
  • Registered Vietnam address The company also needs to have applied for:
  • An Investment Registration Certificate (IRC) from the Department of Planning and Investment (DPI). If the company’s business falls outside World Trade Organization agreements, registration will take longer than usual and will involve applying for extra licenses
  • A Business Registration Certificate (BRC) / Enterprise Registration Certificate (ERC) from the DPI. The certificate acts as the company’s tax number with the Vietnam Tax Department (Tong cuc Thue) and for mandatory procedures with the Vietnam Social Insurance Agency (SIA) and the competent labour authority (since 1 March 2025, state management of employment, labour, wages and social insurance sits with the Ministry of Home Affairs — Bo Noi vu — under Decree 25/2025/ND-CP, superseding MOLISA)

Benefits of setting up a Subsidiary in Vietnam

Foreign companies attracted by moving into Vietnam will be moving into one of the world’s fastest-growing economies, but one with administrative bureaucracy which is still catching up. This is a combination that requires expert advice and guidance when setting up a subsidiary, which is the preferred route for entering Vietnam’s thriving, but demanding, economy. Operating as a Wholly Foreign-Owned Enterprise (WFOE), the subsidiary comes under Vietnamese Companies Law.

Operating a subsidiary in Vietnam boosts the foreign parent company’s international profile and emphasizes its global reach. Plus, the foreign company can test the market with a ‘toe in the water’ approach and without major capital investment. Other advantages attaching to a subsidiary:

  • The parent company has no responsibility for the subsidiary’s debts or liabilities beyond the initial investment of the shareholders
  • Subsidiaries can have a totally different name from the parent company, pursue the same or different business activities and form their own contracts

Subsidiary vs branch

A subsidiary (typically an LLC as a Wholly Foreign-Owned Enterprise) is a separate Vietnamese legal person — liability sits locally, and the entity can trade, hire and contract in its own name. A branch extends the foreign parent (parent retains liability) with a narrower permitted scope. Most foreign employers choose the WFOE/LLC route.

Setup process

Foreign businesses typically form a limited liability company as a Wholly Foreign-Owned Enterprise (WFOE). The process includes: documented confirmation of registered business address and parent-company legal status; sufficient charter capital for initial costs; investors’ notarised financial documents and proof of identity; the Investment Registration Certificate (IRC) from the Department of Planning and Investment; the Business/Enterprise Registration Certificate (BRC/ERC), which also serves as the company’s tax number; payment of Business License Tax; registration with the Vietnam Tax Agency (Tong cuc Thue) and Social Insurance Agency (SIA) via the competent labour authority (since 1 March 2025, state management of employment, labour, wages and social insurance sits with the Ministry of Home Affairs — Bo Noi vu — under Decree 25/2025/ND-CP, superseding MOLISA). Capital deposits are made within the statutory window after the BRC is issued.

Registrations & ongoing compliance

Corporate: annual Business License Tax; corporate income tax filings; statutory reporting under Companies Law. Employment: registration as employer with Tong cuc Thue and SIA before onboarding staff; PIT withholding and Social/Health/Unemployment Insurance remittance; labour-use reporting.

Employment & payroll implications

With your own entity you carry every employer obligation directly: Labour Code 2019 contracts (indefinite or ≤36-month fixed), probation limits, working-hours and overtime caps, regional minimum wages, and the full contribution burden (employer ~21.5% of capped wages for Vietnamese employees; foreign-employee treatment differs). Many companies pair a new entity with outsourced payroll — see Global Payroll in Vietnam.