Expanding into Vietnam has become a strategic move for founders looking to enter one of Asia’s fastest-growing markets. If you want to start a business in Vietnam, understanding the country’s regulatory, tax, and operational requirements is essential. Vietnam welcomes foreign investment, but the setup process includes sector approvals, licensing, and ongoing compliance duties that require a clear plan from day one.

This guide helps foreign entrepreneurs understand what it takes to launch and operate a compliant company while using Commenda as a unified platform for cross-border incorporation, global VAT, U.S. Sales Tax, and ongoing international compliance management.

Key Highlights

  • Why Vietnam attracts global founders: Competitive operating costs, strong export infrastructure, and an expanding consumer base supported by a stable economic outlook.
  • Market, legal, and tax essentials: Foreign ownership rules, sector-specific licensing, investment capital requirements, corporate structure choices, and business-friendly tax incentives.
  • A complete compliance path: How to maintain filings, registrations, payroll, VAT obligations, and cross-border tax requirements.
  • Scale internationally with confidence: Commenda simplifies incorporation, global VAT, U.S. Sales Tax, and ongoing compliance across multiple jurisdictions, ideal for founders managing cross-border operations.

Why Foreign Entrepreneurs Choose Vietnam

Vietnam continues to be one of Southeast Asia’s most dynamic investment destinations, supported by manufacturing strength, competitive labor costs, and extensive trade agreements. The country participates in multiple FTAs, including the CPTPP and EVFTA, opening direct access to the Asia-Pacific and EU markets. Its steady GDP growth and export-driven economy make it an appealing hub for companies planning long-term regional operations.

While forming a company is relatively structured, once you operate across multiple tax systems, Vietnamese VAT, EU VAT, and  U.S. Sales Tax, the administrative workload can increase rapidly. This is where Commenda provides an integrated solution for founding teams planning cross-border expansion.

Understanding Market Entry Strategy in Vietnam

A tailored market entry plan is important for any founder establishing operations in Vietnam. Consumer habits differ across regions, from urban spending patterns in Ho Chi Minh City and Hanoi to export-focused industrial zones in the north and south. Cultural awareness, language considerations, and relationship-based business dynamics also shape how companies build trust locally.

Foreign investors should also map out the competitive landscape, sector licensing conditions, and distribution channels before committing investment capital. Sectors such as IT, manufacturing, food & beverage, and logistics show strong growth but may involve specific investment thresholds or partnership models.

Minimum Capital and Investment Options for Foreigners

Vietnam does not impose a uniform minimum capital requirement for all foreign-owned companies. Instead, capital expectations depend on your sector, business model, and licensing category. Professional services may require modest capital, while manufacturing, food processing, or trading often require higher investment thresholds.

Most founders choose between:

  • Wholly foreign-owned enterprises (WFOEs) typically require stronger capital demonstration.
  • Joint ventures, often used when entering restricted sectors.
  • Investment via project companies, common in manufacturing or industrial zones.

Vietnam offers multiple funding pathways such as venture capital, private equity, and government-supported programs, particularly in technology, innovation, logistics, and green energy. Investor and startup visa programs are available under specific conditions.

Choosing the Right Business Structure

Vietnam provides several business structures suitable for foreign founders. Each carries its own implications for tax, liability, ownership, and investment qualifications. The most common options include:

  • Wholly Foreign-Owned Enterprise (WFOE)
  • Joint Venture Company
  • Branch Office
  • Representative Office

Legal, Residency, and Immigration Requirements

Foreign entrepreneurs can own 100% of a company in many open sectors, but certain industries, media, logistics, retail, agriculture, and telecommunications, may require local partners or special approvals. Vietnam uses an investor-visa framework allowing residency through qualifying investment capital, business licensing, and enterprise establishment.

Common visa pathways include:

  • Investor Visa (DT1–DT4 categories)
  • Business Visa
  • Temporary Residence Card (TRC) for qualified founders
  • Work Permits for individuals performing operational roles

All immigration renewals require clean documentation, financial evidence, and proper enterprise licensing. Once residency requirements are planned, assess restrictions and incentive programs affecting foreign investment.

Foreign Investment Restrictions and Business Incentives

Vietnam maintains sector-specific restrictions under its Negative List, mainly affecting media, logistics, national security, and certain agricultural activities. Approvals vary depending on whether the foreign investor participates as a majority or minority shareholder.

Incentives are available through:

  • High-tech zones and industrial parks
  • Corporate tax reductions for priority sectors
  • Import duty exemptions for manufacturing and export-oriented projects
  • R&D and innovation incentives
  • Green-energy investment programs

With investment rules considered, your next operational step is setting up your banking and payments workflows.

Opening a Bank Account and Managing Cross-Border Payments

Bank account setup in Vietnam requires detailed KYC documentation, including:

  • Enterprise registration certificate
  • Investment registration certificate (if required)
  • Passport and ID for all shareholders and directors
  • Lease contracts for office premises
  • Capital-contribution evidence

Local banks often request in-person verification before approval. Multi-currency accounts and cross-border payment tools are essential for founders managing international suppliers or revenue flows. Commenda supports compliant banking arrangements and documentation preparation to reduce delays.

Taxation and Compliance for Foreign-Owned Businesses

Operating in Vietnam requires adherence to multiple taxes, filing cycles, and reporting systems. Key components include:

  • Corporate Income Tax (CIT): Generally 20%
  • Value-Added Tax (VAT): Standard rate of 8%, with reduced rates for selected sectors
  • Foreign Contractor Tax (FCT): Applies to payments to offshore entities
  • Personal Income Tax (PIT): Progressive rates for employees
  • Import and excise duties depending on product type

Corporate tax returns typically follow quarterly and annual reporting cycles. Companies engaged in cross-border business must also pay attention to double-taxation treaties, transfer pricing documentation, and foreign-contractor obligations.

Hiring Employees and Payroll Compliance

Vietnam’s labor system requires companies to issue compliant employment contracts, register employees with social insurance authorities, and maintain accurate payroll records. Employers are responsible for mandatory social contributions covering health insurance, unemployment, and social security.

Foreign founders can hire:

  • Local employees
  • Foreign specialists (with work permits or TRCs)
  • Remote employees through compliant structures

Once your hiring foundation is established, move toward operational setup and regulatory management.

Setting Up Operations and Staying Compliant

Post-incorporation, Vietnam requires companies to maintain:

  • A registered office
  • Proper bookkeeping and accounting records
  • VAT registration (if applicable)
  • Insurance policies
  • Sector-specific operating licenses
  • Internal compliance logs

Commenda supports ongoing filings, automates deadline tracking, and maintains global compliance visibility to help founders operate without disruption.

Maintaining Your Business in Good Standing

Foreign-owned companies in Vietnam must meet recurring obligations, including:

  • Annual financial statements
  • Corporate tax returns
  • License renewals
  • VAT filings
  • Payroll reports
  • Transfer pricing documentation (if required)
  • Record-keeping across multiple years

Missing deadlines may lead to penalties, suspension of licenses, or restrictions on profit remittance. Commenda automates reminders, maintains document archives, and consolidates global compliance so founders stay ahead of regulatory risk.

Finding Local Partners, Accelerators, and Support Networks

Vietnam’s business ecosystem continues to grow with increasing support for startups and foreign enterprises. Foreign founders can connect through:

  • Vietnam Chamber of Commerce and Industry (VCCI)
  • Saigon Innovation Hub
  • Vietnam National Innovation Center (NIC)
  • Private accelerators and venture networks
  • Industry-specific trade associations
  • Co-working communities in major cities

These networks help companies build credibility, expand distribution, and access government programs. As your business matures, you may also evaluate long-term exit or transition strategies.

How to Close or Sell Your Business in Vietnam

Closing or selling a business requires coordinated steps with tax authorities, licensing bodies, and labor agencies. Key steps include:

  • Shareholder approval
  • Termination of contracts
  • Settlement of taxes
  • Audited liquidation reports
  • Deregistration from VAT, insurance systems, and licensing bodies
  • Distribution of remaining assets

Commenda supports liquidation documentation, tax-clearance workflows, and cross-border M&A data preparation, ensuring a structured exit.

Challenges Foreigners Commonly Face

Foreign investors often face recurring difficulties in Vietnam, such as:

  • Unclear licensing processes for restricted sectors
  • Language and documentation complexity
  • Slower bank-account approvals
  • High compliance expectations for capital contribution
  • Multi-layered tax reporting
  • Foreign contractor tax complications
  • Delays in immigration processing

These challenges highlight why many founders prefer unified cross-border platforms.

Why Choose a Cross-Border Platform Instead of Local Agents

Local advisors typically assist with single-country incorporation, but foreign businesses often operate across multiple jurisdictions. Managing different agents for tax, VAT, payroll, and licensing becomes costly and disjointed.

Commenda provides a unified, global platform that:

  • Streamlines incorporation across multiple countries
  • Consolidates tax registrations
  • Automates compliance
  • Maintains a single dashboard for global filings
  • Supports U.S. Sales Tax, EU VAT, and international licensing

This helps founders scale efficiently while maintaining regulatory oversight in every market.

How Commenda Helps You Start and Scale Globally

Commenda is an AI-powered global business console that helps entrepreneurs and CFOs manage incorporation, U.S. Sales Tax, EU VAT, and cross-border compliance through one platform.

  • One-click incorporation in 30+ jurisdictions
  • End-to-end global VAT and U.S. Sales Tax management
  • Automated compliance tracking and deadline alerts
  • Centralized storage of registration documents
  • Dedicated support for foreign-owned businesses

Start your business in Vietnam and scale globally with Commenda, your single platform for incorporation, tax, and compliance. Book a free demo today.

FAQs

1. Can foreigners own 100% of a company in Vietnam?

Yes. Many sectors allow full foreign ownership, except industries on Vietnam’s restricted or conditional list requiring additional approvals.

2. What are the visa or residency requirements to start a business?

Founders typically use investor visas, business visas, or Temporary Residence Cards, depending on capital contribution and business scope.

3. What’s the minimum capital needed to start a business in Vietnam?

There is no universal minimum; capital depends on sector and licensing type. Service companies may require lower capital than trading or manufacturing firms.

4. How are foreign-owned companies taxed in Vietnam?

CIT is generally 20%, VAT is 10%, and additional taxes like FCT or PIT may apply depending on activity.

5. What incentives are available for foreign investors?

Industrial parks, high-tech zones, and R&D projects may receive reduced CIT rates, duty exemptions, or land-use incentives.

6. How can I open a bank account as a non-resident?

You must supply company registration documents, shareholder IDs, office lease, and capital contribution proof. Banks may require in-person verification.

7. What are the ongoing compliance obligations for foreign businesses?

Annual filings, quarterly/annual tax returns, VAT reporting, payroll submissions, and license renewals are mandatory.

8. How does Commenda simplify cross-border incorporation and global tax compliance?

Commenda consolidates incorporation, VAT, and tax registrations into one dashboard, automating filings and maintaining compliance across multiple countries.