FOREIGNERS REGISTERING A BUSINESS IN VIETNAM

1. What does “Foreigners registering a business in Vietnam ” mean?

“Foreigners registering a business in Vietnam” is a common expression referring to an individual holding foreign nationality who wishes to conduct business, make an investment or contribute capital in Vietnam. From a legal perspective, however, this should not be understood as a simple business-registration procedure equivalent to a Vietnamese citizen establishing a household business or a domestic enterprise.

Where a foreign individual contributes capital to establish a company, contributes capital to an existing company, purchases shares or contributed capital, carries out an investment project or otherwise participates in business activities in Vietnam, Vietnamese law generally treats that individual as a foreign investor. The source article cites Investment Law No. 143/2025/QH15, which defines a foreign investor as an individual holding foreign nationality or an organization established under foreign law that conducts investment and business activities in Vietnam.

2. Can a Foreigners registering a household business in Vietnam ?

Under Vietnamese law, a foreign individual is not permitted to directly register and establish a household business. The right to establish a household business is limited to an individual or household members who are Vietnamese citizens.

This issue commonly arises among foreign nationals wishing to open a small restaurant, café, retail shop, studio, skills-training class, personal-service establishment or other small-scale business.

Under the household-business regulations referred to in Decree No. 168/2025/ND-CP, a household business is established by an individual or household members, who are liable for its business operations with all of their assets. The right to establish such a business belongs to Vietnamese citizens who have full civil capacity, except for certain prohibited cases.

Accordingly, as a matter of practical legal structuring, a foreigner should not choose to register a household business in their own name in the same manner as a Vietnamese citizen. A foreigner wishing to conduct business in Vietnam should generally consider one of the following structures:

Establishing a foreign-invested enterprise;
Contributing capital to a Vietnamese company;
Establishing a joint-venture company with a Vietnamese partner;
Purchasing shares or contributed capital;
Entering into an appropriate business cooperation contract; or
If merely working at another person’s business establishment, reviewing the employment relationship and applicable work-permit, visa and temporary-residence-card requirements.

Risks of Using a Vietnamese Nominee to Register a Household Business

In some cases, a foreigner asks their Vietnamese spouse, friend, employee or business partner to register the household business in that person’s name, while the foreigner provides the capital and directly manages the business. This arrangement involves significant risks:

Risk	Potential consequence
The registered person is legally recognized as the household-business owner.	The foreign investor may lack clearly documented ownership rights.
Legal liability rests with the registered person.	Disputes may arise over debts, taxes, penalties and contracts.
The investment capital cannot be properly evidenced.	The foreign investor may find it difficult to protect their interests in a dispute.
The arrangement does not satisfy sector-specific conditions.	Penalties may arise if the business operates without meeting applicable conditions.
Profit remittance lacks a clear legal structure.	There may be no transparent investment and cash-flow arrangement.
Visa, employment and residence risks.	A foreigner directly working in the business may need the appropriate permits and immigration status.

If a foreigner genuinely intends to own and operate a business, establishing or investing in a company should be considered instead of using another person as the nominal household-business owner.

3. Conditions for Foreigners to Conduct Business in Vietnam

Foreigners may not directly establish a household business in Vietnam. To conduct business lawfully, a foreign individual or organization will generally need to establish or invest in an enterprise. Key matters include having a lawful registered-office address (which must not be an apartment building used contrary to its permitted function), financial capacity appropriate to the project, and compliance with foreign ownership restrictions and applicable international commitments.

A foreign investor must consider several groups of conditions. Preparing only a passport and investment capital is insufficient; the proposed business lines, ownership ratio, business location, sub-licenses and investment cash flows must also be reviewed.

3.1. Investor Eligibility

A foreign investor must have clear legal status, usually evidenced by a valid passport. Where the investor is an individual, the application dossier commonly includes:

Passport;
Residential-address information;
Documents evidencing financial capacity;
Proposed business lines;
Proposed investment capital and charter capital;
Proposed business location;
Information about the legal representative;
Evidence of relevant experience, if required for the business line; and
A power of attorney if a consulting firm is authorized to handle the application.

Where the foreign individual acts on behalf of a foreign company investing in Vietnam, the application must be prepared under the framework applicable to a foreign institutional investor.

3.2. Conditions Applicable to Business Lines

The proposed business line is a decisive factor in determining whether a foreigner may conduct the relevant business in Vietnam. Before filing an application, the investor should check:

Whether the business line is prohibited from investment or business;
Whether it is a conditional business line;
Whether it appears on the List of Business Lines with Restricted Market Access for Foreign Investors;
Whether 100% foreign ownership is permitted;
Whether a joint venture with a Vietnamese partner is required; and
Whether additional operating licenses are required after the Enterprise Registration Certificate (ERC) is issued.

The source article states that, under Investment Law No. 143/2025/QH15, foreign investors are subject to market-access conditions applicable to domestic investors, except for business lines on the List of Business Lines with Restricted Market Access for Foreign Investors. It also refers to Decree No. 96/2026/ND-CP as providing detailed guidance on various provisions of the Investment Law, including investment and business conditions and market-access conditions for foreign investors.

3.3. Foreign Ownership Ratio

A foreign investor may own 100% of the charter capital if the relevant business line is not subject to foreign ownership restrictions and all applicable conditions are satisfied. If restrictions apply, the investor may need to:

Establish a joint venture with a Vietnamese partner;
Reduce the foreign ownership ratio;
Adjust the scope of the proposed business lines;
Select an appropriate capital-contribution or share-acquisition structure; or
Consider a Business Cooperation Contract (BCC) or another eligible investment form.

Investors should not assume that every business line permits 100% foreign ownership. This is a common issue that may result in requests for clarification or amendments to an FDI application.

3.4. Capital Requirements

There is no single general minimum capital requirement applicable to every case in which a foreigner registers a business in Vietnam. Nevertheless, the proposed capital should be appropriate to:

The business line;
The scale of the project;
The location;
Premises rental costs;
Personnel costs;
Machinery and equipment;
Goods and inventory;
Additional licenses;
The operating plan; and
The investor’s financial capacity.

For example, a small consulting company may require a different level of capital from a restaurant, manufacturing facility, education center, logistics company, trading company or medical-device business.

3.5. Location Requirements

The business location is often underestimated. For a foreign investor, the location may serve not only as the company’s registered office but also as the site where the investment project is implemented. The investor should check:

Whether there is a valid lease agreement;
Whether the lessor has the legal right to lease the premises;
Whether the premises may be used as an office, restaurant, warehouse, factory, classroom or retail outlet, as applicable;
Whether fire-prevention and firefighting requirements apply;
Whether environmental conditions apply;
Whether the location satisfies requirements for any additional operating license; and
Whether it is in an area subject to restrictions or sensitive national-defence or security requirements.

3.6. Additional Operating Licenses

Certain business lines may only be operated after the enterprise obtains additional sector-specific licenses or satisfies specialized conditions. Examples include:

Business sector	Licenses or conditions to review
Retail	Business license and, where applicable, a license for establishing a retail outlet.
Restaurants and food	Food-safety requirements.
Education	Requirements for facilities, curricula and teachers, and an operating license.
Logistics	Conditions applicable to each type of logistics service.
Tourism	Tour-operator license, deposit requirements and qualified personnel in charge.
Medical devices	Classification, declaration, warehousing, importation and distribution requirements.
Cosmetics	Cosmetic-product notification, labeling, importation and distribution requirements.
E-commerce	Notification or registration of the website/application and operational requirements.

The issuance of an ERC does not automatically mean that the foreign-invested enterprise may immediately operate in every business sector.

4. Procedures for a Foreigner to Establish a Company in Vietnam

A foreign investor may establish a company in Vietnam in the form of a wholly foreign-owned enterprise, a joint venture or through a share acquisition. The procedure described in the source article generally involves two main licensing stages: obtaining an Investment Registration Certificate (IRC), where required, and obtaining an Enterprise Registration Certificate (ERC). Relevant foreign documents may also need consular legalization.

The following process addresses a foreigner who wishes to establish a new company in Vietnam to conduct business directly. Procedures may vary depending on the business line, location and investment structure.

Step 1: Determine the investor’s status

Identify whether the investment will be made by an individual foreign investor, a foreign company, a foreigner together with a Vietnamese partner, foreign investors jointly, or through the acquisition of an existing Vietnamese company. An individual investor’s dossier may be simpler than that of a foreign organization, although demonstrating experience or capacity may be challenging in certain sectors. A foreign organization’s documents are more extensive and commonly require consular legalization.

Step 2: Select the business lines

Identify the actual business activities to be conducted and avoid registering unnecessarily broad business lines. Each business line may trigger different market-access conditions and additional licensing requirements. For example, management consulting differs from employment brokerage; wholesale differs from retail; import-export differs from distribution; language teaching differs from vocational training; restaurant operations differ from food manufacturing; logistics services must be identified by type; and medical devices differ from ordinary goods.

Step 3: Review market-access conditions

This is a particularly important step. The investor should review the Investment Law, Decree No. 96/2026/ND-CP, Vietnam’s WTO commitments, applicable free trade agreements and international treaties, Vietnam Standard Industrial Classification (VSIC) codes, CPC codes for services, relevant sector-specific legislation and the investment-registration authority’s application-handling practice.

Step 4: Choose the corporate structure

Available options include a single-member limited liability company where one foreign investor owns the entire company; a multiple-member limited liability company where there are at least two capital-contributing members; a joint-stock company where there are multiple shareholders or plans to raise capital; a joint-venture company where a Vietnamese partner is required or preferred; or a capital contribution/share acquisition (M&A) to participate in an existing company.

Step 5: Prepare investor and location documents

The dossier commonly includes the investor’s passport, evidence of financial capacity, location information, a lease agreement, an investment project proposal, explanations of the proposed business lines, proposed capital, information about the legal representative and a power of attorney, if applicable.

Step 6: Apply for the IRC, where required

Where a foreigner establishes a new company to implement an investment project, the investor should determine whether an IRC application is required. The IRC records the investment project before the company proceeds to enterprise registration, where applicable.

Step 7: Apply for the ERC

After completing the investment-licensing stage, where required, the investor proceeds with enterprise registration to obtain the ERC. For applications from 1 July 2025, the source article identifies Decree No. 168/2025/ND-CP and Law No. 76/2025/QH15 amending and supplementing certain provisions of the Law on Enterprises as relevant instruments. The source states that Law No. 76/2025/QH15 took effect on 1 July 2025.

Step 8: Open bank accounts, address the DICA requirement and contribute capital

After obtaining the ERC, the company should open the necessary bank accounts and determine whether a Direct Investment Capital Account (DICA) is required. The foreign investor must contribute capital within the prescribed time limit, through the correct account and with the correct transfer description, and retain supporting evidence of the contribution.

Step 9: Complete post-establishment requirements

The company should complete applicable post-establishment tasks, including public disclosure of enterprise information, installation of a company signboard, initial tax registration/declarations, digital signature registration, electronic invoices, accounting books, additional operating licenses, labor and social-insurance matters, work permits/temporary residence cards where foreign nationals work directly in Vietnam, and investment reporting where an investment project is involved.

5. Documents Foreigners Should Prepare for Business Registration in Vietnam

The specific dossier depends on the investment structure. However, where a foreign individual establishes a new company, the following categories of documents are commonly required.

5.1. Personal Documents of the Foreign Investor

Valid passport;
Residential-address information in the country of residence and in Vietnam, if available;
Contact information;
Power of attorney if a consulting firm is authorized to act; and
A translated copy of the passport if requested by the receiving authority.

5.2. Documents Evidencing Financial Capacity

Bank balance confirmation;
Bank account statements;
Financial support undertaking;
Asset-ownership documents, if necessary; and
Documents evidencing the source of funds in certain special cases.

The registered capital should be appropriate to the scale of the project. Investors should not register an artificially low amount merely to simplify the dossier, as the competent authority may request an explanation of the project’s feasibility.

5.3. Location Documents

Office lease agreement;
Legal documents of the lessor;
Documents evidencing the lessor’s right to lease the premises;
Clear and specific address information;
Documents evidencing the permitted use/function of the premises, where required by the business line; and
Documents relating to factories, warehouses, fire prevention and firefighting, or environmental matters, where applicable.

5.4. Investment Project Documents

Application/request for implementation of the investment project;
Investment project proposal;
Explanations of the project’s objectives, scale, capital and location;
Explanation of applicable market-access conditions;
Capital-contribution schedule;
Implementation plan;
Labor-demand plan; and
Explanation of additional licensing requirements for conditional business lines, where applicable.

5.5. Enterprise Registration Documents

Application for enterprise registration;
Company charter;
List of members/shareholders, where applicable;
Legal documents of the legal representative;
Legal documents of the investor;
Power of attorney; and
Information on beneficial owners, where disclosure is required under the applicable regulations.

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