How to Establish a Social Enterprise in Vietnam: Detailed Procedures

Short answer: A social enterprise is an enterprise registered and established under the Enterprise Law, with the objective of resolving social and environmental issues for community benefit and using at least 51% of annual profits for reinvestment to implement its registered objectives. The procedure for establishing a social enterprise is carried out like ordinary enterprise registration, with a commitment to social and environmental objectives included in the dossier. This article provides detailed guidance under the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15) and Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15, effective from 01/7/2025) — Article 10 (criteria, rights and obligations of social enterprises);
• Decree 168/2025/ND-CP on enterprise registration (replacing Decree 01/2021/ND-CP, effective from 01/7/2025);
• Resolution 198/2025/QH15: termination of business license tax collection and payment from 01/01/2026.

What is a social enterprise? Determination criteria

Under Article 10 of the Law on Enterprises 2020, a social enterprise must satisfy all of these criteria:

1. Be an enterprise registered and established under the Enterprise Law;
2. Have the objective of resolving social and environmental issues for community benefit;
3. Use at least 51% of annual profits for reinvestment to implement the registered social and environmental objectives.

Specific rights and obligations of social enterprises

• Have social and environmental objectives recorded in the enterprise registration dossier;
• Owners and managers may receive aid and sponsorship (in money or assets) to implement social and environmental objectives and must not use such aid and sponsorship for other purposes;
• Upon dissolution, remaining assets from aid and sponsorship are prioritized for implementing social and environmental objectives;
• Must notify the competent authority when ceasing to implement social and environmental objectives or not using profits at the committed ratio;
• The State encourages and supports social enterprises and has preferential policies under specialized legislation (tax, land, credit…) if conditions are met.

Procedures for establishing a social enterprise

The registration procedure for establishing a social enterprise is carried out like ordinary enterprise registration per the chosen type (LLC, joint-stock company…), with the additional dossier component:

• Commitment to social and environmental objectives (stating clearly the objectives, implementation methods, reinvested profit ratio);
• Enterprise registration papers per the corresponding type (application, Charter, member/shareholder list, legal papers…).

Submit the dossier at the Business Registration Office under the Department of Finance; processing time is 03 working days (per regulations in force at the time of implementation) from receipt of a complete and valid dossier under Decree 168/2025/ND-CP.

Termination of social enterprise status

A social enterprise ceases to implement social and environmental objectives in cases such as: expiry of the commitment term; change of operational objectives; no longer meeting the criteria (e.g. not using 51% of profits for reinvestment). The enterprise must then notify the business registration agency and continue operating as an ordinary enterprise; enjoyed preferences may be reconsidered as prescribed.

Notes on business license tax and seals

• Business license tax: from 01/01/2026, collection and payment of business license tax is terminated under Resolution 198/2025/QH15 — social enterprises (like all enterprises) no longer pay business license tax;
• Seals: enterprises decide on seal use themselves under current legislation; there is no longer a “seal specimen announcement” procedure as before.

Frequently asked questions

Can a social enterprise distribute profits?

Yes, but it must use at least 51% of annual profits for reinvestment to implement the registered social and environmental objectives; the remainder is distributed per the Charter and the law.

Can a social protection establishment convert into a social enterprise?

Yes. Social protection establishments, social funds and charity funds may convert into social enterprises per procedures prescribed by law, with the dossier including the conversion approval decision of the competent authority.

Does a social enterprise enjoy tax preferences?

It enjoys preferences under specialized legislation if conditions are met (e.g. corporate income tax preferences for activities in socialized sectors). Preferences do not automatically apply to every social enterprise.

Notes on applying current legislation

This article is enterprise knowledge presented for reference, helping readers understand the legal issue at an overview level before registering. Policies on preferences for social enterprises are scattered across specialized legislation and may change. Where a specific assessment is needed, please contact ANT Legal lawyers at 0966.475.966 for verification and advice before acting.

Common risks to note

• Applying old regulations on business license tax, seal specimen announcement, 5–7 day processing times.
• Failing to implement the 51% profit reinvestment commitment properly.
• Using aid and sponsorship for purposes other than committed.

How can ANT Legal help?

ANT Legal advises on conditions, drafts social and environmental objective commitments and dossiers for establishing/converting into social enterprises; advises on applicable preference policies. For prompt advice, please contact our lawyers at 0966.475.966.

Related articles

• Procedures for registering a private enterprise in Vietnam
• Rights and obligations of enterprises
• Should you establish a company or a business household in Vietnam
• What is a legal person? Enterprise legal personality
• Procedures for increasing charter capital of a joint-stock company