1. Can Foreign Companies Own 100% of a Vietnamese Business?
In most cases, yes. Vietnam permits 100% foreign ownership across a wide range of business lines under its WTO commitments since 2007. However, sectors involving e-commerce, digital payments, or data services may fall under conditional categories regulated by Decree 31/2021/ND-CP — requiring additional sub-licenses or carrying ownership restrictions. Verify your specific business lines with a Vietnam-licensed legal adviser before filing anything.
Entity Options: The Practical Shortlist
For most foreign tech companies, the choice comes down to two structures:
The LLC (Limited Liability Company) is the standard entry vehicle — 1 to 50 members, liability capped at capital contribution, and 100% foreign ownership permitted for most tech activities. The Representative Office suits companies in an exploratory phase: legal presence for research and liaison only, no revenue generation, no commercial contracts.
JSC and Branch Office exist but are rarely the right first structure for foreign tech companies entering Vietnam.
Registration Process and Realistic Timelines
Two certificates are required, both from the Department of Planning and Investment (DPI):
The Investment Registration Certificate (IRC) takes 15 working days; the Enterprise Registration Certificate (ERC) takes a further 3 working days. After the ERC, companies must register a company seal, tax code, chief accountant, bank account, and labor reporting before becoming operational.
The timeline most guides get wrong: these DPI processing windows cover only the submission-to-approval phase. Notarising and legalising home-country documents adds 2–4 weeks before a single form can be filed. If the legal representative is a foreign national, their Vietnamese work permit and temporary residence card — processed in parallel — adds another 4–8 weeks. Plan for 3–4 months total, not 4–6 weeks.
Two structural requirements that matter operationally: charter capital must be contributed within 90 days of ERC issuance, and if all legal representatives leave Vietnam for more than 30 days, another individual must be formally appointed to the role.
On registered addresses: virtual offices are technically permitted for many business types, but requirements are tightening in parts of Hanoi and Ho Chi Minh City. Verify local zoning rules for your district before relying on a virtual address.
2. Ongoing Compliance: What Running an Entity Actually Costs
Registration is one-time. Compliance is ongoing — and for companies new to Vietnamese employment law, it is consistently the most demanding operational burden.
Permanent obligations include: SHUI contributions (social, health, unemployment insurance) for all employees; PIT withholding and annual finalization; mandatory written labor contracts; and quarterly/annual reporting to labor and tax authorities. Errors in PIT finalization — particularly for employees with multiple income sources — trigger penalties against the company, not the employee.
One critical update for 2026: PIT Law 109/2025/QH15, approved on 10 December 2025, reduces progressive tax brackets from seven to five. The 35% top rate now applies to monthly income exceeding VND 100 million. The law takes full effect from 1 July 2026, with salary provisions applied to the entire 2026 tax year. Payroll systems must be updated before the first 2026 payroll run.
Once Your Entity Is Ready: Building the Team
Registration is only the beginning. A newly established entity in Vietnam needs people to run it — and for foreign companies without an existing local network, hiring the right people quickly is the first operational challenge.
The typical hiring sequence for a new Vietnam entity looks like this: first, a core operations team — HR, accounting, and admin — to handle day-to-day compliance, payroll, and office management. Then the IT team, which is usually the primary reason for the Vietnam presence in the first place.
For foreign companies without existing Vietnam hiring infrastructure, working with a specialist recruiter significantly compresses this timeline. Reco’s headhunting model covers both layers: core operations hires (HR, accounting, admin) to get the entity running, and IT talent sourced from a 330,000+ candidate database. With the RECO 7 placement model, shortlisted candidates are delivered within 7 business days — and most roles are fully filled within 1–3 weeks.
For companies that have just gone through a 3–4 month entity setup process, that speed matters.
[Talk to Reco about building your Vietnam team →]
3. Not Ready to Set Up an Entity Yet?
For companies that want to hire or build a team in Vietnam without registering a local entity, two compliant alternatives exist:
EOR (Employer of Record): A licensed Vietnamese company employs your staff on your behalf — handling contracts, payroll, SHUI, and PIT compliance. No entity required. Operational within days.
BOT (Build-Operate-Transfer): A partner builds and operates your dedicated Vietnam IT team, then transfers full ownership once the team reaches agreed scale. No cold-start risk, no compliance burden during the build phase.
Which Model Fits Your Situation
| Headhunting | EOR | BOT | |
| Vietnam entity required | Yes | No | No |
| Setup time to first hire | 1–3 weeks | Days | 2–4 weeks |
| Compliance managed by | You (with hired HR/accounting) | Provider | Provider |
| Best for | Companies with entity, building full team | Fast hire, pilot, small team | Build dedicated IT team, transfer later |
Looking to hire reliable and highly qualified tech professionals in Vietnam? Reach out to Reco Manpower today for tailored recruitment solutions that match your business needs.
FAQs
The DPI processes the IRC in 15 working days and the ERC in 3 working days. However, total elapsed time from initial preparation to a fully operational entity is realistically 3–4 months for first-time foreign investors, once document notarisation, legalisation, and legal representative work permit processing are factored in.
Not for most business types. 100% foreign-owned LLCs are permitted across the majority of industries under Vietnam’s WTO commitments. A local partner is only required for sectors with explicit foreign ownership restrictions — check Decree 31/2021/ND-CP for your specific business lines.
No universal minimum applies to most business types. Charter capital should reflect realistic operational funding needs — immigration authorities and banks scrutinise this figure. Regulated sectors (banking, securities, real estate) have statutory minimums set by sector-specific law. Regardless of the amount declared, it must be contributed within 90 days of ERC issuance.
