Starting a Company in Vietnam: Capital Contribution

What are the main legal forms for doing business in Vietnam?

The main legal forms for doing business in Vietnam are limited liability companies, joint stock companies, partnerships, branches of foreign companies, and representative offices. Foreign investors most commonly use an LLC or, for larger or fund-raising structures, a JSC.

Key legal forms and when to use them

Core statutes and authorities

• Law on Enterprises 2020 (LOE): governs establishment, corporate structure, governance, and capital contributions.
• Law on Investment 2020 (LOI): governs market access, investment forms, and investment incentives for both local and foreign investors.
• Key implementing decrees:
  • Decree 01/2021/ND-CP on enterprise registration
  • Decree 31/2021/ND-CP guiding the Law on Investment, including foreign investor market access rules
• Authorities:
  • Ministry of Planning and Investment (MPI)
  • Provincial Departments of Planning and Investment (DPI)
  • Management boards of industrial zones and high-tech parks (for projects located there)

How do local and foreign investors establish a company in Vietnam?

Local investors normally only need to obtain an Enterprise Registration Certificate, while foreign investors usually need both an Investment Registration Certificate and an Enterprise Registration Certificate. The full process generally takes 10-20 working days for straightforward projects, not counting bank account opening and capital injection.

Step-by-step for Vietnamese-owned companies

1. Choose legal form and name
   • Decide between single-member or multi-member LLC, or JSC.
   • Check name availability on the National Business Registration Portal.
2. Prepare charter and founding documents
   • Company charter (articles of association) following LOE requirements.
   • Owner / members / shareholders' resolutions establishing the company.
   • ID cards/CCCD or business registration certificates of owners and legal representative.
3. File for the Enterprise Registration Certificate (ERC)
   • File with the Business Registration Office of the DPI, either online or in person.
   • Statutory processing time: usually 3 working days if documents are complete.
4. Post-licensing tasks
   • Publish enterprise information on the national portal within 30 days of ERC issuance.
   • Engrave company seal and adopt seal usage rules (no approval required, just self-management).
   • Register for tax and open bank accounts.
   • Inject charter capital within 90 days (see 90-day rule below).

Additional steps for foreign-invested companies

Foreign investors generally need investment approval before enterprise registration, unless they acquire a minority stake in an existing local company in an unrestricted sector. Approval requirements become stricter in sectors on the negative list or when foreign ownership exceeds certain thresholds.

1. Determine if an Investment Registration Certificate (IRC) is required
   • IRC is usually required for 100% foreign-owned companies and most joint ventures.
   • IRC may not be required for small M&A deals where the target is already established and outside restricted sectors, but a capital contribution/share purchase registration may still be needed under the LOI.
2. Apply for investment approval / IRC
   • Submit application to the DPI or relevant management board, including:
     • Investor passports or corporate documents (legalized / consularized and translated).
     • Evidence of financial capacity (bank statements, audited accounts, parent guarantee).
     • Investment project proposal (location, scale, total capital, timeline).
     • Draft charter, JV contract (if any), and explanation of market access compliance.
   • Statutory processing time: typically 15 days for simple projects, longer if appraisal or specialized approvals are required.
3. Obtain the Enterprise Registration Certificate (ERC)
   • Once the IRC is issued, file the standard enterprise registration dossier for the ERC.
   • Processing time: usually 3 working days from complete dossier.
4. Post-licensing implementation
   • Publish enterprise information and engrave seal, same as local companies.
   • Register for tax, including VAT and foreign contractor tax if applicable.
   • Open a direct investment capital account at a licensed bank in Vietnam.
   • Remit charter capital to this account and complete the 90-day capital injection.

Typical government fees and timeframes

These figures are indicative and can vary between provinces and over time, so always confirm the latest fees with the local DPI or your service provider.

What is the "90-day rule" for charter capital and how is it enforced?

The 90-day rule requires members and shareholders to fully contribute the registered charter capital within 90 days from the date the Enterprise Registration Certificate is issued. Authorities now enforce this rule more strictly, with potential fines, forced charter capital reduction, or, in serious non-compliance, revocation of enterprise registration.

Legal basis and scope

• Law on Enterprises 2020:
  • For LLCs and JSCs, charter capital must be fully paid within 90 days of the ERC date.
  • This timeline excludes reasonable time to transport and import assets or complete ownership transfer procedures for non-cash contributions, but documentation is required.
• The rule applies regardless of whether the investor is local or foreign, but:
  • Foreign-invested companies face additional scrutiny because capital flows must go through direct investment capital accounts.

What counts as "full contribution"?

• Cash contributions:
  • For foreign investors: inbound remittance into the company's direct investment capital account in foreign currency or VND as allowed.
  • For local investors: bank transfer from the investor's account if amount is above the cash transaction threshold, or as per banking regulations.
• Non-cash contributions:
  • Assets (machinery, equipment, vehicles, real estate) fully delivered and ownership transferred to the company.
  • IP rights or technology transferred under registered/license agreements where required and recorded in the company's accounting.
  • Valuation documents and transfer records must support the booked value of the contribution.

Consequences of missing the 90-day deadline

Regulators are now more proactive in monitoring capital injection timing, especially for foreign-invested projects and sectors with minimum capital rules. Non-compliance can trigger both administrative penalties and forced changes to your registered capital.

• Administrative sanctions (under decrees on enterprise and investment sanctions, as updated):
  • Fines typically scale with the amount of unpaid capital and the delay period.
  • Authorities can require correction within a fixed period and public disclosure of revised capital.
• Forced adjustments:
  • If capital is not fully contributed, the company may be required to reduce charter capital to the actually contributed amount.
  • Members/shareholders who fail to contribute on time may lose their membership rights and can be liable for damages to the company.
• Investment project risks:
  • For foreign-invested enterprises, failure to meet capital injection obligations can jeopardize the Investment Registration Certificate.
  • In extreme or continued violation, authorities may consider suspending or terminating the investment project and revoking the ERC.

Practical tips to comply with the 90-day rule

1. Align licensing and banking timelines
   • Work with your bank in advance so your direct investment capital account is ready immediately after ERC issuance.
   • Expect KYC and onboarding to take 5-10 working days in some banks.
2. Stage capital realistically
   • Register a charter capital amount that you can actually inject within 90 days, even if total project investment is larger.
   • Record the remainder as loan capital or future capital increases once operations ramp up.
3. Time non-cash contributions
   • Plan import and logistics for machinery so that customs clearance and installation fit inside the 90-day window or are well documented as exceptions.
   • Prepare valuation reports and ownership transfer documents early.
4. Monitor contributions and keep evidence
   • Maintain a capital contribution register, bank advice slips, customs declarations, and valuation certificates.
   • Ensure the legal representative and chief accountant track deadlines and documentation.

How are non-cash capital contributions like machinery or IP valued in Vietnam?

Non-cash capital contributions such as machinery, equipment, technology, or IP must be valued either by agreement of members/shareholders or by an independent valuation organization, subject to stricter documentation requirements in recent updates. Overvaluation exposes the contributing parties and managers to joint liability for resulting losses.

Legal framework for asset valuation

• Law on Enterprises 2020:
  • Allows capital contributions in Vietnamese Dong, foreign currency, gold, land use rights, IP rights, technology, technical know-how, and other assets that can be valued in VND.
  • Requires valuation at time of contribution and clear recording of value in the charter capital.
  • Members/shareholders may jointly value assets or hire a valuation organization.
• New practice trends and guidance:
  • Authorities more frequently expect independent valuation reports for high value assets, foreign-invested projects, or related-party transactions.
  • For imported machinery, customs valuation and invoices are cross-checked against contribution values.
  • For IP and technology, contracts and, where required, registrations at the National Office of Intellectual Property or competent tech authorities are requested.

Steps to contribute machinery and equipment as capital

1. Prepare technical and ownership documents
   • Technical specifications, year of manufacture, serial numbers, and condition reports.
   • Sale contracts or existing ownership documents from the contributor (if already owned).
2. Arrange import and customs clearance (if from overseas)
   • Ensure harmonized system (HS) codes and customs value declarations are accurate.
   • Keep all customs declarations, commercial invoices, and packing lists as they may support the valuation.
3. Obtain a valuation report
   • Engage a licensed valuation company in Vietnam, especially for large or specialized machinery.
   • Request explicit reference to market value, depreciation assumptions, and valuation date.
4. Execute asset contribution documents
   • Sign asset contribution agreements clearly describing the assets and their value.
   • Record the transfer in asset registers, update fixed asset lists, and adjust accounting books.
5. Update corporate records if required
   • For capital increases, file relevant changes with the DPI to adjust charter capital.
   • Maintain valuation documents and contribution records for future audits or inspections.

Contributing intellectual property or technology

IP and technology contributions attract more scrutiny because valuation is inherently subjective. You must clearly identify ownership and the scope of rights transferred to the Vietnamese entity.

• Ownership documentation:
  • Trademark, patent, or design registration certificates in Vietnam or abroad.
  • License agreements or assignment contracts if rights were acquired from third parties.
• Valuation support:
  • Independent IP valuation reports or transfer pricing documentation, particularly for group IP transfers.
  • Projections or royalty benchmarks that justify the contributed value.
• Regulatory filings:
  • For some technology transfers, registration or notification with relevant science and technology authorities may be required under technology transfer rules.
  • Related-party IP arrangements may face scrutiny under tax and transfer pricing regulations.

Liability for incorrect valuation

• If assets are overvalued:
  • Contributing members/shareholders along with the valuation organization (if any) are jointly responsible for the difference.
  • They may have to contribute the shortfall in cash and compensate for damage caused to the company or third parties.
• If assets are undervalued:
  • Tax authorities may re-assess and adjust taxable bases (e.g. capital gains, import duties, depreciation).
  • Related-party transactions may trigger transfer pricing adjustments.

What is Vietnam's "negative list" for foreign investors in 2025 and how does it affect market access?

Vietnam uses a negative list approach, meaning foreign investors may invest in any sector not on the prohibited or restricted list, while sectors on the list are either fully closed or subject to ownership caps and conditions. For 2025, the government is updating this list, so investors must check the latest legal texts and MPI guidance for their specific business line.

How the negative list works

• Law on Investment 2020:
  • Lists prohibited business lines (e.g. certain drugs, human trafficking, illegal gambling).
  • Lists restricted or conditional sectors for foreign investors via market access commitments and sector-specific laws.
• Decree 31/2021/ND-CP:
  • Provides detailed guidelines on which sectors are subject to foreign ownership limits, joint venture requirements, or other conditions.
  • Implements Vietnam's international commitments (WTO, CPTPP, EVFTA, RCEP) into domestic market access rules.
• Negative list logic:
  • If your sector is not listed as prohibited or restricted: foreign investors generally have the same market access as domestic investors.
  • If your sector is listed: you must satisfy specific conditions such as ownership caps, licensing, or technical qualifications.

Typical categories of restricted sectors

The exact 2025 list may change, but many of the following categories have historically been subject to foreign investment conditions or caps. Use this as a risk map and confirm your specific sub-sector in the most recent official list or with counsel.

Check the current appendices of the Law on Investment and related decrees for the precise 2025 negative list entries relevant to your exact business lines and service codes.

How to check your sector's market access status

1. Define your activities precisely
   • Break your business model into specific activities (manufacturing, wholesale, retail, logistics, online services, etc.).
   • Identify the corresponding Vietnamese industry codes (VSIC) where possible.
2. Review legal sources
   • Law on Investment 2020 and its updated appendices for conditional lines.
   • Decree 31/2021/ND-CP and any subsequent amendments or new decrees in 2024-2025.
   • Sector-specific laws (e.g. Law on Credit Institutions, Law on Telecommunications, Law on Education).
3. Check international commitments
   • WTO services schedule for your home country, and key FTAs like CPTPP or EVFTA if applicable.
   • See if Vietnam has committed more favorable market access in these agreements compared to domestic law, and how they are implemented.
4. Engage with the licensing authority
   • For sensitive sectors, obtain informal feedback from the DPI or relevant ministry before finalizing your structure.
   • Where rules are evolving, written clarification or official letters can be very helpful for banks and partners.

What ongoing compliance obligations do Vietnamese companies face after establishment?

After establishment, Vietnamese companies must maintain corporate records, file periodic tax returns, fulfill labor and social insurance obligations, and update their registration for changes in capital, ownership, or business lines. Foreign-invested enterprises also face specific reporting on investment status and foreign exchange transactions.

Corporate and investment compliance

• Corporate reporting:
  • Maintain updated charter, member/shareholder registers, minutes of meetings, and capital contribution records.
  • Register changes in charter capital, legal representative, address, and business lines with the DPI within prescribed timelines (often 10 days from the decision).
• Investment reporting for foreign-invested enterprises:
  • Quarterly and annual reports on investment project implementation (capital injection, revenues, employees) to DPI or management board.
  • Reporting on foreign loan registrations and repayments to the State Bank of Vietnam when applicable.

Tax and accounting obligations

• Accounting regime:
  • Apply Vietnamese Accounting Standards and the Vietnamese Accounting System, unless permitted otherwise.
  • Maintain proper invoices (red VAT invoices or e-invoices), books, and supporting documents.
• Key taxes:
  • Corporate income tax (CIT): standard rate 20%, with possible incentives in encouraged sectors or locations.
  • Value added tax (VAT): standard rate 10%, with some goods/services at 5% or exemption.
  • Personal income tax (PIT) withholding for employees and certain contractor payments.
  • Other specific taxes: import/export duties, special consumption tax, natural resource tax, depending on activities.
• Filing deadlines (typical):
  • Monthly or quarterly VAT and PIT returns, depending on revenue size.
  • Annual CIT finalization and financial statement filing within 90 days of fiscal year end.

Labor and HR compliance

• Labor contracts:
  • Written contracts required for most employees, compliant with the Labor Code.
  • Internal labor regulations (ILRs) must be registered with the labor authority for companies with 10 or more employees.
• Social insurance:
  • Compulsory social, health, and unemployment insurance contributions for qualifying employees.
  • Mandatory registration with local social insurance agencies and monthly contributions.
• Foreign employees:
  • Work permit or work permit exemption confirmation, plus temporary residence card where appropriate.
  • Annual plans and reporting on use of foreign labor to labor authorities.

When should you hire a lawyer or local expert in Vietnam?

You should hire a lawyer or local expert when entering a regulated sector, when foreign ownership or control is sensitive, when contributing non-cash assets, or when structuring multi-party joint ventures and M&A. Expert support significantly reduces licensing delays, capital injection risks, and future disputes with partners or regulators.

Situations where professional advice is critical

• Operating in or near negative list sectors
  • Telecoms, media, fintech, education, healthcare, logistics, and real estate often carry nuanced restrictions.
  • Lawyers can interpret overlapping domestic laws and international commitments to find feasible structures.
• Complex capital structure and 90-day rule pressure
  • High charter capital, multiple tranches, or a mix of cash and assets demand careful planning.
  • Advisors can help stage capital, document non-cash contributions, and avoid technical violations.
• Non-cash contributions and transfer pricing
  • Valuation of imported machinery, IP transfers, and related-party deals can attract scrutiny from both enterprise registrars and tax authorities.
  • Independent valuations and defensible transfer pricing documentation should be coordinated by professionals.
• Joint ventures and shareholder arrangements
  • Where you need a Vietnamese partner for licensing or commercial reasons, governance and exit arrangements are crucial.
  • Well-drafted charters, shareholders' agreements, and option structures prevent deadlock and protect minority rights.
• M&A and restructuring
  • Investment approvals, negative list compliance, and merger control assessments may all be triggered.
  • Due diligence must cover licensing, land, tax, labor, and environmental compliance.

What a good local advisor will typically do for you

• Perform a market access check for your exact activities under the latest LOI and decrees.
• Design a practical structure (wholly foreign-owned, JV, multiple entities) matching your risk appetite and timelines.
• Prepare and file all investment and enterprise registration documents and liaise with DPI, MPI, tax authorities, and banks.
• Coordinate with valuation experts, accountants, and banks for asset contributions and capital injection.
• Draft charters, internal regulations, and shareholder or joint venture agreements tailored to Vietnam's legal environment.

What are the next steps for investors planning to do business in Vietnam?

The next steps are to map your intended activities against Vietnam's market access rules, choose the right legal form and capital structure, and plan the 90-day capital injection and any non-cash contributions. From there, you can sequence investment registration, enterprise registration, and operational set-up with clear timelines and responsibilities.

Action checklist

1. Clarify your business model
   • List out product lines, services, target customers (B2B or B2C), and whether you will import, export, manufacture, or provide services onshore.
   • Identify any online or cross-border elements that may trigger telecom, e-commerce, or data rules.
2. Screen for market access issues
   • Check if any of your activities fall into prohibited or restricted sectors in the latest negative list.
   • Note any foreign ownership caps, Vietnamese partner requirements, or special licenses.
3. Design your legal and capital structure
   • Choose between LLC and JSC, and decide on single or multiple entities (for example, operating company plus trading or services arm).
   • Set an achievable charter capital for the first 90 days, and document any machinery or IP contributions early.
4. Line up your advisors and bank
   • Engage a local law firm or corporate services provider with strong investment and FDI experience.
   • Shortlist banks experienced with direct investment accounts and foreign investors.
5. Implement licensing in stages
   • Prepare and submit the Investment Registration Certificate application (if required), then obtain the Enterprise Registration Certificate.
   • Complete tax registration, bank account opening, and seal engraving immediately after the ERC.
   • Inject capital and complete any asset contributions within the 90-day window, with full documentation.
6. Set up internal compliance systems
   • Adopt clear internal policies for contract signing, capital contribution approval, and related-party transactions.
   • Put in place accounting, tax, HR, and reporting workflows tailored to Vietnam's requirements from day one.