Key Legal Notes When Establishing an Enterprise in Vietnam

Short answer: Before establishing an enterprise, note 07 core legal issues: (1) choosing a suitable enterprise type (LLC, JSC, private enterprise…); (2) determining who has the right to establish and who is prohibited; (3) naming the enterprise correctly; (4) determining the head office address under the new administrative boundaries (34 provinces/cities, no more district level since 01/7/2025); (5) declaring charter capital with the 90-day contribution deadline; (6) choosing business lines (note conditional business lines); (7) preparing for post-incorporation procedures (tax, invoices, digital signature). Compiled under the Law on Enterprises 2020 (amended by Law No. 76/2025/QH15) and Decree 168/2025/ND-CP.

Legal basis

• Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 (effective from 01/7/2025);
• Decree 168/2025/ND-CP on enterprise registration (effective from 01/7/2025);
• Resolution 198/2025/QH15 — abolishing the business license tax from 01/01/2026.

1. Choosing the enterprise type

This is the most important decision, affecting the liability regime, governance structure and capital mobilization capacity:

• Single-member LLC: 01 owner, limited liability — suitable for individuals/organizations seeking absolute control;
• Multi-member LLC: 02–50 members, limited liability — suitable for small founding groups;
• Joint stock company: at least 03 shareholders, easy capital mobilization, flexible transfers — suitable for expansion and fundraising plans;
• Private enterprise: 01 owner, simple procedures but unlimited liability — only advisable for low-risk business;
• Partnership: at least 02 general partners with unlimited liability — suitable for law firms, auditing, professional services.

2. Who may establish, who is prohibited?

Vietnamese and foreign organizations and individuals all have the right to establish enterprises, except prohibited subjects: officials and public employees (where prohibited by law); professional military officers; minors and persons lacking civil act capacity; persons under criminal prosecution or serving prison sentences; persons during a business prohibition period.

3. Naming the enterprise

The name comprises the enterprise type + proper name; search in advance on the National Portal for Enterprise Registration to avoid duplication or confusion; do not use the names of state agencies or political organizations without approval.

4. Head office address under the new administrative boundaries

Since 01/7/2025, the country has 34 provinces and cities, with two-tier local government (province and commune/ward/special zone), no more district level. The head office address in the dossier must follow the new administrative units; old addresses recorded under districts will need adjustment. The head office must be a defined address with lawful use rights; not located in a purely residential apartment.

5. Charter capital and contribution deadline

• Charter capital is self-declared by the enterprise, with no general minimum (except sectors with statutory capital);
• Deadline for full contribution: 90 days from the date of issuance of the Enterprise Registration Certificate;
• Declaring capital beyond actual capacity: liability for the committed capital and possible penalties; declaring too low: affects credibility and credit limits.

6. Business lines

• Free to conduct business in lines not prohibited by law;
• Conditional business lines (finance, education, healthcare, real estate, transport…): must satisfy all conditions and hold sub-licenses before operating;
• Record business lines under the current economic sector system (replacing Decision 27/2018).

7. Post-incorporation procedures

• Carve the seal, open a bank account, register for digital signature and e-invoices;
• Complete initial tax declaration; fully contribute capital within 90 days;
• Note: from 01/01/2026, collection and payment of the business license tax is terminated — enterprises established from 2026 need not declare the business license tax;
• Display the signboard at the head office.

Frequently asked questions

What charter capital level is reasonable to declare?

Depending on scale, sector and business plan: enough to build credibility with partners and banks, but within actual contribution capacity within 90 days. Sectors with statutory capital must meet the legally prescribed minimum.

What is different for foreigners establishing a company in Vietnam?

Foreign investors must complete investment procedures (obtain an Investment Registration Certificate) before enterprise registration for projects requiring approval; and comply with market access conditions under international commitments.

Can a company be established online?

Yes. Dossiers filed online via the National Portal for Enterprise Registration have the same legal validity as paper dossiers.

Notes on applying current legal provisions

The enterprise legal framework has just undergone major changes (the 2025 amending law, Decree 168/2025, administrative boundary reorganization). Applying old experience or forms easily leads to errors. Before filing, re-check everything against current regulations or have a lawyer review. Contact ANT Legal at 0966.475.966 for full-package enterprise establishment advice.

Common risks to note

• Choosing an unsuitable enterprise type (e.g., a private enterprise for high-risk activities);
• Recording the address under old districts; using expired forms;
• Declaring unrealistic charter capital;
• Operating conditional business lines without sub-licenses.

How can ANT Legal help?

ANT Legal advises on choosing the enterprise type and establishment conditions; drafts dossiers and charters; carries out registration and post-incorporation procedures. For quick advice, please contact our lawyers at 0966.475.966.

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