Setting up — Vietnam

Often, foreign corporate and individual documents need formalisation, legalisation, translation, or certified copies before use in Vietnam. The exact requirements depend on the investor, country of origin, document type, authority, and proposed structure. We confirm the document route before filing.

A Memorandum of Association, or MOA, is a constitutional document that records key elements of a company’s legal structure, such as shareholders, ownership, activities, governance, capital, and authority to act. The required form and content depend on the entity and jurisdiction.

Articles of Association set out internal governance rules for the company, such as decision-making, director powers, share transfers, meetings, and other corporate procedures. In some routes, they form part of a combined constitutional document. They should fit the actual ownership and operating model rather than be treated as a formality.

Potentially. Whether a power of attorney is accepted depends on the authority, action being taken, document form, signatory status, legalisation, translation, and current procedural requirements. Certain actions may still require direct shareholder, director, or authorised-signatory involvement.

Yes, where it forms part of the required route. The appropriate process depends on the document type, issuing country, authority, language, corporate structure, and intended use. We identify what needs notarisation, legalisation, attestation, translation, or certification before filing.

Yes. Corporate-shareholder and branch cases often need additional ownership records, board approvals, constitutional documents, certificates of good standing, legalisation, translation, and beneficial-ownership information. We map the required corporate document chain before starting the filing.

The exact list varies by jurisdiction and authority, but commonly includes constitutional documents, certificate of incorporation, licence or good-standing evidence, register of directors and shareholders, board resolution, authorised-signatory evidence, beneficial-ownership information, and legalised or translated documents where required.

Often, yes. Whether documents need notarisation, apostille, legalisation, embassy attestation, certified translation, or another process depends on the parent’s country of incorporation, document type, receiving authority, and intended use. We confirm the required route before filing.

No. The route finder is a guided starting point, not a legal, tax, or regulatory determination. It identifies likely routes from the information provided; a specialist then reviews the activity, ownership, customers, operating model, visas, banking needs, and approvals before making a recommendation.

Yes. A detailed review can identify activity restrictions, customer-contracting issues, office requirements, regulated approvals, ownership considerations, banking constraints, or visa requirements that were not visible in an initial questionnaire. If the route changes, we explain what changed and why before anything is filed.

For many foreign-owned operating businesses, the process can involve an investment registration step, enterprise registration, tax and seal formalities, banking, and activity-specific licences where required. The exact sequence depends on the proposed business and location.

We start with what the company will actually do: what it will sell, where customers are, where work happens, who owns it, whether it needs UAE presence, visas, banking, premises, or regulated approvals, and what it is building toward. We then compare the practical routes—mainland, free zone, offshore, branch, or holding structure—before recommending one in writing.

Know what the company will do, who will own and control it, where customers and suppliers are located, where work will be done, whether you need residence visas, premises or storage, and how the business expects to receive and make payments. You do not need every document to start, but a clear operating picture produces a better recommendation.

A representative office may suit a foreign company that needs market research, liaison, promotion, or non-revenue-generating local presence. It is not usually the right vehicle for direct trading, invoicing, or revenue-generating activity. The correct route depends on what the business needs to do in Vietnam.

You should not assume that you can invoice, contract, hire, import, advertise, or begin regulated activity before the required company, licence, tax, immigration, banking, and authority steps are in place. The practical start point depends on the activity and route. We confirm the sequence for your case.

Not always. Requirements depend on the entity type, jurisdiction, activity, licence conditions, banking, immigration, and actual operating model. Some structures require locally available management, authorised signatories, substance, or specific responsible individuals. We confirm the real requirement before incorporation.

Timing depends on the activity, investment structure, location, documents, capital plan, authority workload, and whether further approvals are required. We can explain the practical sequence and prepare the file, but final timing remains with the relevant authorities.

Initial approval is an early authority step in some formation routes that confirms the proposed activity, name, ownership, or other headline details can proceed to the next stage. It is not necessarily a final licence, a bank approval, or authority to begin operating. The precise meaning depends on the authority.

No. Initial approval is not the same as a final licence or authority to operate. The company must complete the required incorporation, licensing, premises, registration, and any activity-specific steps before it begins contracting, invoicing, employing people, importing goods, or conducting regulated activity.

Not always. The timing and evidence requirements depend on the jurisdiction, entity type, activity, capital requirement, and bank route. Some structures require capital evidence or a deposit process; others do not. We confirm the correct sequence before you move funds.

Clarify the activity, investors, ownership and management model, location, registered capital plan, expected hiring, office arrangement, target customers, whether any sector conditions apply, and the intended banking and invoicing flow. These choices affect the investment route, documents, timing, licences, and ongoing obligations.

Exiting a company is its own project, and the right route depends on the entity's state and your goal. A clean, dormant company can often be wound down by strike-off, while an active one usually requires a formal liquidation with settlement of liabilities, tax clearance, and deregistration — more time and cost, but the proper closure. Selling instead means a share transfer, which raises its own questions of valuation, buyer due diligence, and tax on the gain, potentially in more than one country. Migrating or restructuring into a holding group is a further path with its own steps. Exit costs and tax are easy to underestimate, and leaving a company improperly dissolved can create lingering liabilities and filing obligations. We map the appropriate exit — strike-off, liquidation, sale, or migration — with its realistic timeline, cost, and tax consequences before you commit to closing or transferring.

For a foreign-invested company the normal sequence is IRC first, then ERC: the IRC approves the investment project and the foreign capital, and the ERC then creates the legal entity itself. A new Law on Investment takes effect on 1 March 2026 (with certain provisions from 1 July 2026), which continues to streamline and in some cases fast-track this two-step licensing. Domestic-only entities skip the IRC, but as a foreign investor you should assume the IRC-then-ERC path unless a specific exemption or a lighter vehicle (like a rep office) applies. Getting the IRC scope right matters because the ERC and every downstream registration inherit from it.

Yes, in most cases you need a lawful business address before or during the IRC/ERC application, and the authorities verify that the premises are genuine and zoned for your activity. A registered lease or pre-lease agreement is normally required, and manufacturing or retail activities in particular must sit in properly zoned commercial or industrial premises, not a residential unit. Virtual or serviced-office addresses are accepted for some service and consulting activities but are frequently refused for conditional lines and can complicate VAT and inspection status. We advise securing a compliant address early, because a weak or non-compliant lease is a common cause of application delay.

There is no standard cap on qualified introductions, subject to the applicable referral terms, service availability, partner verification, and compliance review. Sonsoto may review patterns inconsistent with genuine client demand or programme rules.

Not necessarily. Participation depends on the applicable programme terms and any required onboarding or verification. You do not generally need to be an existing client unless the relevant referral schedule says otherwise.

Unless an applicable referral schedule says otherwise, approved rewards are paid within 30 days after the relevant service completion point and after all payment, verification, and programme conditions have been met.

Potentially, but the correct arrangement depends on the person’s location, visa and work status, the nature of the role, control and supervision, contract terms, labour-law treatment, IP ownership, tax, confidentiality, and local regulatory requirements. A contractor label should not be used to avoid an employment obligation.

Usually, subject to appropriate authority, role permissions, confidentiality, ownership or signatory status, and the service model. Access should be granted on a need-to-know basis and reviewed when employees, directors, advisers, or ownership arrangements change.

Yes, if the building is licensed for office use and the provider issues a lease or service agreement the registration authority accepts. The address then appears on your enterprise registration and, with foreign capital, your investment registration.

No. Residential apartments cannot be used for business, so apartment filings are refused.

We file the change with the business registration authority, and with the tax office if your tax authority changes. The enterprise registration must be amended within 10 days.

No. Both tools are for planning. If you decide to proceed, the proposed route, assumptions, costs, deliverables, and next steps are set out in a written scope before formation work begins.

The initial route discussion is used to understand the business and determine whether a practical scope can be prepared. Any paid work, deliverables, fees, and assumptions are agreed in writing before that work begins.

The written scope should state which authority fees are included, estimated, payable directly, or excluded. Government charges can vary by authority, activity, visas, facility, approvals, and timing. Do not assume every advertised setup price includes every official charge.

The initial route discussion is used to understand the business and determine whether a practical scope can be prepared. Any paid work, deliverables, fees, and assumptions are agreed in writing before paid formation or operational work begins.

Yes. Where a route is recommended, the written scope should distinguish Sonsoto fees, government charges, third-party costs, assumptions, variables, recurring obligations, and excluded items so that you can decide whether to proceed with a clearer view of first-year and ongoing cost.

No, unless Sonsoto has given you specific written authority. Referral partners must not guarantee prices, licences, visas, bank accounts, processing times, regulatory outcomes, or service availability. The client’s route, scope, price, and approvals are determined through Sonsoto’s own review and formal engagement process.

An estimate cannot confirm authority approval, bank approval, tax treatment, document sufficiency, regulatory eligibility, final visa capacity, or every third-party cost. It is a planning tool based on stated assumptions. A specialist review converts the estimate into a practical route and written scope.

Foreign investors can establish or invest in Vietnamese businesses in many sectors, but the available structure, ownership level, approvals, and licensing conditions depend on the activity, investor profile, location, and current foreign-investment rules. Some sectors have restrictions or additional conditions.

A local nominee should not be assumed to be necessary. The correct ownership and management structure depends on the activity, foreign-investment conditions, legal requirements, and the investor’s actual role. Any proposed arrangement should be reviewed carefully for legality, control, banking, tax, and enforceability.

Sometimes. A distributor, importer of record, marketplace, or fulfilment partner may handle parts of import and local distribution, but this changes control, margin, contracting, brand, customs, customer, and regulatory responsibilities. It should be evaluated against the commercial model.

Not every company is legally required to have one, but a shareholder agreement can be valuable where there are multiple owners, different contribution levels, IP ownership, founder roles, investor rights, voting arrangements, transfer restrictions, deadlock risk, or future funding plans. The document itself should be drafted by a qualified lawyer; we coordinate the regulated administration around it and refer the drafting out.

Do not assume nominee arrangements are acceptable, necessary, or low risk. They can create problems around beneficial ownership, control, bank onboarding, tax, enforceability, regulatory compliance, and investor diligence. Any proposed arrangement should be assessed for legality and disclosed ownership obligations before proceeding.

No. Full foreign ownership is the default nationwide under the Investment Law 143/2025/QH15, subject to the market-access conditions for foreign investors and the conditional-business list, which is the same list inside and outside every zone. A zone changes which board issues the investment registration certificate; it does not change who may own the company. Since 1 March 2026 a foreign investor may even form the company before applying for the certificate.

A company needs premises that support its registered address, intended activities, licences, staffing, and operational requirements. A virtual or serviced arrangement may not suit every activity, especially where sector rules, manufacturing, storage, customer-facing operations, or local authority requirements apply. Confirm the premises route before signing a lease or filing the registration.

A change in activity may require a licence amendment, new approval, different premises, insurance, tax or VAT review, bank update, visa or staffing adjustment, and changes to contracts or public-facing descriptions. Contact us before trading under a materially different activity so the company can be assessed correctly.

A flexi-desk can suit some early-stage or low-presence structures, but it may not support the visa capacity, workforce, customer-facing operations, banking profile, activity, or facility requirements of a growing business. We assess whether the initial workspace will still work for the expected first year.

It depends on the route. Some structures can use a flexi-desk, serviced office, approved business centre, or registered-address arrangement; others need a dedicated office, warehouse, retail unit, clinic, studio, or another specific facility. The right premises must support the activity, visa plan, and authority requirements.

Usually, yes. An office move or upgrade can require tenancy updates, licence amendments, authority notifications, visa-capacity changes, bank updates, insurance changes, and revised cost planning. It is sensible to assess the first-year team and visa plan before choosing the initial facility.

A bank may consider the company’s registered address, office arrangement, lease or facility documents, and evidence of operations as part of its review. Whether a dedicated office is required depends on the bank, activity, jurisdiction, expected transactions, and overall profile. A flexi-desk or virtual office is not automatically a problem, but it is not a guarantee of acceptance.

For many foreign-invested companies, the Investment Registration Certificate records the approved investment project and key investment terms. The Enterprise Registration Certificate establishes the enterprise itself. Not every case follows an identical path, so the precise filings depend on the activity, investors, location, and applicable foreign-investment conditions.

For many foreign-invested companies, the Investment Registration Certificate records the approved investment project and key investment terms. The Enterprise Registration Certificate establishes the enterprise itself. Not every case follows the same path, so the exact filings depend on the activity, investors, location, and applicable foreign-investment conditions.

Your IRC and ERC are issued by the provincial authority where your project is located, historically the Department of Planning and Investment (DPI) of that city or province, or the management board where the project sits inside an industrial or export-processing zone. The IRC approves the investment project, the foreign capital, and the project scope; the ERC then establishes the legal enterprise, its business lines, legal representative, and charter capital. They are distinct instruments with distinct legal effect, and both must be kept consistent when you later amend scope or capital. Because HCMC and Hanoi administer the same law through different offices, the issuing body and its document expectations depend on your registered location.

The Direct Investment Capital Account (DICA) is the dedicated foreign-currency bank account through which all your inbound charter capital, foreign loans, and later profit repatriation must flow, and it is a State Bank of Vietnam requirement for foreign-invested entities. You contribute the charter capital registered on your IRC/ERC into the DICA within the deadline stated on your licence, which under current rules is generally 90 days from ERC issuance. Missing the capital-contribution deadline is a real problem: it can require an official amendment to reduce or reschedule the capital, expose you to penalties, and undermine later remittance because outbound transfers must trace back to properly contributed capital. We schedule the contribution against the DICA deadline so the paper trail is clean from day one.

Vietnamese inspections are regular and documentation-driven, so keep a complete, retrievable evidence trail across every layer of the company. That means the IRC, ERC, and any sub-licences and their amendments; proof of charter-capital contribution through the DICA; signed labour contracts with SI/HI/UI and work-permit records; and full tax records including e-invoices, VAT and CIT filings, and transfer-pricing documentation for related-party dealings. Keep board and Legal Representative resolutions, lease and premises evidence, and the audited annual financial statements as well. Retention matters: the tax statute of limitations runs to 10 years for collection and 5 for penalties, with no limit for unregistered taxpayers, and audits often reach back several years. We help you maintain this as an organised evidence set rather than reconstructing it under inspection pressure.

A trade-name reservation is the authority process for checking and temporarily reserving a proposed company name. It does not confirm that the activity, structure, ownership, trademark position, bank route, or final licence will be approved. Naming rules and reservation periods vary by authority.

Possibly, subject to the relevant authority’s naming rules, the legal form, ownership, activity, language requirements, and whether the name implies an unapproved activity or protected association. A personal name does not remove the need for trade-name approval or trademark review.

Some words may be restricted, require additional approval, imply a regulated activity, or need supporting evidence. The answer depends on the authority, activity, legal form, ownership, and exact wording. Do not assume a name is acceptable merely because it is available as a domain.

The proposed company name and registered activities should accurately support the intended business while meeting registration and sector requirements. Activity wording can affect market access, licensing, tax, banking, invoicing, and later expansion. Confirm the commercial plan and activity scope before filing, rather than treating registration wording as a cosmetic choice.

Often, yes, subject to authority approval, available licence activities, regulatory permissions, office or facility requirements, and the company’s legal form. The change can also affect banking, insurance, tax, employee roles, visas, and customer contracts, so it should be assessed before filing.

Not in the Gulf sense. There is no zone authority that is licensing body, registrar and immigration sponsor in one. Vietnam has industrial parks, export-processing zones, hi-tech parks and economic zones, each with a management board that issues the investment registration certificate and a developer that leases the land, and a national company law, tax law and customs law that apply inside and outside the fence.

No. It is a location on the tax map — the Corporate Income Tax Law names hi-tech parks among the places where a new project gets an incentive rate — and it has its own board and an admission gate for hi-tech activities. It carries no customs status: a project in a hi-tech park gets the non-tariff treatment only if it is separately registered, fenced and confirmed as an export-processing enterprise.

Yes, and each sale is an import. Decree 35/2022 makes trade between an export-processing enterprise and the rest of Vietnam an export-import relationship, lets the enterprise sell into the domestic market, and taxes what it sells as goods imported into Vietnam — customs procedure and import duty on the buyer’s side.

An offshore company may be useful in an international ownership structure, but it does not automatically replace the local registrations, tax position, contracts, employment arrangements, or licences needed to carry on business in Vietnam. The right structure depends on where decisions, people, revenue, customers, assets, and regulated activity sit. Assess the operating facts before choosing a holding or local-company model.

No. There is no Vietnamese offshore registry. What advisers call the offshore structure is a foreign holding company — in Singapore, Hong Kong, the UAE or elsewhere — owning the Vietnamese limited liability company, which changes who owns the Vietnamese company and where dividends go and nothing about its tax, customs status or premises.

A Vietnam company is established through the legal and investment route appropriate to its investors, activity, location, and entity type. A foreign-invested project may require investment registration and enterprise registration, followed by tax, seal, banking, premises, labour, and sector-specific steps as applicable. The correct order depends on the investment structure and business model.

Foreign investors can participate in many Vietnamese sectors, but market access can vary by activity, ownership structure, investor nationality, location, and current commitments or conditions. Some activities are restricted, conditional, or require additional approvals. Check market-access conditions before committing to a legal structure, ownership split, lease, or commercial launch.

The province or city can affect the investment route, authority interaction, premises options, industrial-zone access, workforce, infrastructure, local incentives, and practical operating timeline. A project should be assessed against its actual location and activity, not only at national level. Choose the location alongside the structure, licence, and premises plan.