How to Start a Limited Liability Company in Vietnam

Can You Register an LLC in Vietnam?

Yes, foreign entrepreneurs can legally register an LLC in Vietnam, and the process is far more accessible than most people assume. Here is what you need to know before diving in.

• Two LLC types available: Single-member LLCs have one owner, while multi-member LLCs accommodate between two and 50 partners, all of whom can be foreign nationals.
• No local partner required in most cases: Many sectors, including IT, trading, and manufacturing, allow 100% foreign ownership without requiring a Vietnamese co-founder.
• Restricted sectors exist: Banking, insurance, telecommunications, franchising, and certain securities services face additional ownership requirements and regulatory scrutiny before approval.
• Residency not required for founders: You do not need to live in Vietnam to own the company, but at least one Legal Representative must be based in the country full-time.
• New digital ID requirement from 2025: All Legal Representatives must now hold a Level 2 electronic identification account to handle company applications and administrative filings online.
• Timeline to expect: A fully foreign-owned LLC typically takes two to four months to establish, depending on the sector and how prepared your documentation is upfront.

Unique Insight: Most investors can skip the Pre-Investment Approval stage entirely and move straight to the Investment Registration Certificate. However, certain sensitive sectors do require that extra step before anything else moves forward.

Advantages of Forming an LLC in Vietnam

Vietnam’s LLC structure packs in more than most people initially realize, from legal protection to some genuinely attractive tax breaks. Here are the benefits worth paying close attention to.

• Personal asset protection: Business liabilities stay completely separate from personal finances, so founders are not personally exposed if the company runs into financial trouble.
• Attractive tax incentives by location: Firms in special economic zones or high-tech areas are taxed at just 10% for the first 15 years, with a full exemption during the first four years of revenue.
• Tiered CIT rates for smaller businesses: A 2025 reform introduced 15% and 17% corporate income tax rates for micro and small enterprises, a notable improvement over the previous flat 20% rate.
• Tax holidays for qualifying investors: Businesses in incentivized sectors can access full corporate income tax exemptions for an initial period, followed by a 50% reduction for up to nine subsequent years.
• High-tech sector grant access: A December 2024 government decree established an investment support fund specifically for high-tech industries, with qualifying businesses able to access grant funding from the 2024 financial year onward.
• WTO trade access: Incorporating in Vietnam gives businesses preferential tariff access across a wide range of international markets through Vietnam’s growing network of bilateral and multilateral trade agreements.

Steps to Register an LLC in Vietnam

The registration process follows a clear and logical sequence, and knowing the order matters more than most people realize. Work through these steps without skipping ahead, and the process moves much more smoothly.

• Step 1: Reserve a Company Name: Choose a unique name that includes the Vietnamese phrase for Limited Liability Company, verify its availability with the Department of Finance, and confirm no existing registered business shares the same name.
• Step 2: Apply for the Investment Registration Certificate (IRC): Submit your application to the Department of Finance, along with your passport, business plan, financial proof, and office lease agreement. Processing typically takes 15 to 20 working days.
• Step 3: Apply for the Enterprise Registration Certificate (ERC): Once the IRC is confirmed, submit the ERC application using that certificate, along with your company charter, founder details, and lease agreement. Approval usually arrives within three to seven working days.
• Step 4: Register a Corporate Electronic ID: From July 2025, all Vietnamese businesses must hold a corporate electronic identification account for online administrative filings, registered through the VNeID app or in person at the relevant authority.
• Step 5: Open a Capital Account and Contribute Charter Capital: Open a Direct Investment Capital Account at a licensed bank to transfer your investment into Vietnam, and make sure all charter capital is contributed within 90 days of the ERC being issued.
• Step 6: Obtain a Company Seal and Complete Tax Registration: Secure a company seal bearing the business name and registration number, then finalize tax registration with the General Department of Taxation before beginning operations.
• Step 7: Apply for Sector-Specific Licenses Where Needed: Businesses in regulated industries like banking, real estate, education, or insurance must obtain additional permits from the relevant authorities after the ERC and IRC are both in place.

Practical tip: Never try to process the IRC and ERC at the same time. The IRC must come first without exception, and attempting to run both simultaneously is one of the most common and easily avoidable delays in the entire process.

Documents Required for LLC Registration in Vietnam

Getting your paperwork organized before starting saves weeks of unnecessary delays with the Vietnamese authorities. All foreign documents must be notarized, legalized, and professionally translated into Vietnamese before submission.

• Passport copies, notarized: All foreign founders and legal representatives must submit notarized passport copies alongside a bank statement bearing their name as proof of identity.
• Corporate documents for company founders: Organizations acting as founders must provide notarized corporate documents, including director lists and articles of incorporation, all legalized before submission.
• Company charter and articles of association: These documents cover ownership structure, profit distribution, and governance and should always be drafted with the help of a Vietnamese legal professional.
• Investment Registration Certificate application: The IRC application package includes a business plan, financial proof of available capital, and a lease agreement or memorandum of understanding for the registered address.
• Registered office lease agreement: A physical or virtual office address is required for registration, and virtual offices are legally acceptable for consultancy and service-based businesses looking to keep overheads low.
• Power of attorney for agent-handled applications: If a local firm is managing the process on your behalf, a notarized authorization document allowing them to act for the company is required at multiple stages.
• Bank statement confirming charter capital: Authorities need proof that the declared charter capital actually exists, so a recent bank statement in the founder’s name covering the full committed amount satisfies this requirement.

Where to get these documents: Foreign documents are notarized in your home country first, then legalized at the nearest Vietnamese embassy or consulate. 

Translation into Vietnamese must be handled by a government-recognized certified translator. Most foreign founders coordinate this remotely through a Vietnam-based incorporation firm, which is the most practical and time-efficient approach before setting foot in the country.

Tax Obligations After LLC Registration in Vietnam

Vietnam’s tax system is manageable once you know what applies to your business and when. Here is a clear breakdown of every obligation worth knowing.

• Corporate Income Tax (CIT): The standard CIT rate sits at 20% for most businesses, though preferential rates of 10%, 15%, and 17% apply to qualifying sectors and locations.
• VAT at 10%, temporarily reduced: The standard VAT rate is 10%, but a government-approved reduction brings it down to 8% for most goods and services through to the end of 2026.
• VAT filing deadlines are strict: Monthly VAT returns are due by the 20th of the following month, while quarterly filers must submit by the last day of the 1st month after the quarter ends.
• Business License Tax is minimal: All registered companies pay a flat annual fee ranging from VND 1 million to VND 3 million, depending on declared capital.
• CIT quarterly payments apply: Provisional CIT payments are due by the 30th day after each quarter, with the final annual return and financial statements due by March 31 the following year.
• New CIT Law takes effect October 2025: A revised Corporate Income Tax law passed in June 2025 introduces tiered rates for small businesses and new provisions for foreign e-commerce companies operating in Vietnam.
• E-invoicing is now compulsory: All businesses must issue and validate invoices through Vietnam’s national e-invoicing system, with strict timelines that authorities are actively enforcing in 2025.
• Hidden fee to watch for: Expenses above VND 5 million must be supported by non-cash payment documentation to qualify for CIT deductions, a rule that catches many first-time business owners completely off guard.

How Vietnam compares regionally: Vietnam’s 20% CIT rate sits comfortably below the Philippines at 25% and Indonesia at 22%, and aligns closely with Thailand at 20%. Singapore remains the regional outlier at 17%. 

Vietnam’s incentive-based effective rates often bring qualifying businesses well below that figure, especially in the first few years of operation. 

For high-tech or zone-based investors, a 10% rate with a four-year full exemption makes Vietnam arguably the most competitive destination in the region for tax-incentivized growth.

Set Up Your LLC in Vietnam Today with Commenda

Getting the paperwork right on your first attempt saves real time and real money. Commenda handles the entire LLC formation process in Vietnam so nothing slips through the cracks.

What Commenda takes care of for you:

• End-to-end LLC formation: From document preparation to IRC and ERC filing, Commenda manages every stage of the registration process on your behalf.
• Legal Representative support: Commenda helps you meet Vietnam’s Legal Representative requirement, including sourcing a compliant in-country representative if needed.
• Document notarization and translation coordination: All foreign documents are handled correctly the first time, including notarization, consular legalization, and certified Vietnamese translation.
• Registered office address: Commenda provides a compliant registered address in Vietnam so businesses can meet the office requirement without committing to a physical space upfront.
• Ongoing compliance support: Post-registration obligations, including VAT registration, tax filings, and annual compliance, are managed by Commenda’s in-country team, so deadlines are never missed.
• Multilingual advisory team: Commenda’s advisors work across languages and time zones, making communication straightforward for founders based anywhere in the world.

Commenda has helped thousands of entrepreneurs and businesses register companies across multiple jurisdictions, with Vietnam being one of the most active markets on the platform.

Start your Vietnam LLC with Commenda today and have an expert team handle everything from document prep to final registration.