Setting Up Business in Vietnam

To set up a company in Vietnam, foreign investors generally must obtain an Investment Registration Certificate (IRC) followed by a Enterprise Registration Certificate (ERC), appoint a legal representative, secure a registered business address, and define charter capital. After incorporation, companies must complete tax registration, open a local bank account, and obtain any required sector-specific licenses licenses in accordance with Vietnamese regulations. 

We work with clients to help interpret and fulfil these local obligations efficiently, reducing delays and minimizing compliance risk.

Choosing the right business structure in Vietnam depends on ownership goals, permitted activities, and regulatory requirements. Key factors include foreign ownership limits, capital and licensing obligations, tax efficiency, and compliance costs. Aligning the structure with long-term strategy and sector rules ensures effective market entry and sustainable operations. 

Our role is to help evaluate those factors and recommend the most suitable structure, whether it’s a wholly foreign-owned enterprise (WFOE), joint venture, branch office, or representative office, based on the strategic intent and regulatory fit.

A joint venture in Vietnam is a business arrangement where a foreign investor partners with a local entity to operate a company jointly. Ownership, management, profits, and risks are shared according to agreed capital contributions. It is often used in restricted sectors or where local market knowledge is essential. 

We help companies structure JVs that reflect clear commercial terms, roles, and safeguards, especially in jurisdictions where enforceability and long-term alignment matter. 

Advantages: 

• Full foreign ownership with complete management control. 

• Strong legal protection and access to investment incentives in eligible sectors. 

• Flexibility to conduct commercial, manufacturing, and service activities. 

Disadvantages: 

• Higher setup and ongoing compliance requirements. 

• Restrictions or conditions in certain business sectors. 

• Longer incorporation and licensing timelines in Vietnam. 

We work with clients to assess whether the control and flexibility of a WFOE outweigh its obligations in the markets they’re entering. 

In Vietnam, we offer advisory and execution support for: 

• Entity type and jurisdiction selection 

• Holding company design for Vietnam expansion (and across Asia) 

• Internal governance documentation (e.g., articles, resolutions) 

• Nominee roles and corporate secretarial services 

• Business restructuring or wind-down 

We adapt these services to fit the scope and complexity of your entry strategy, whether you’re launching one entity or coordinating a regional structure. 

It starts with a conversation. We’ll ask about your intended activities, target markets, and expectations for control and flexibility. From there, we present tailored structuring options, timelines, and fee proposals, and assign local teams to support each filing step once you’re ready to move forward. 

Streamline your tax compliance in Vietnam with Dezan Shira & Associates. We provide expert tax services in Vietnam, including corporate tax advisory, personal income tax compliance, and end-to-end tax filing support tailored to local regulations and enforcement practices.