How to Open a Company in Vietnam Without Living There

Can the company be controlled from abroad?

Ownership and daily presence are different questions. A non-resident can hold the investment and reserve major decisions to the owner, members' council, board or general meeting. Vietnamese law nevertheless assigns acts to the company, its legal representative, its accounting function and any licensed responsible person. Those duties need people and evidence in Vietnam even when strategic approval comes from another country.

The sequencing baseline also changed in 2026. Article 19 of the 2025 Law on Investment , effective March 1, 2026, permits a foreign investor to establish an economic organization before completing the investment registration certificate procedure. That does not erase foreign market-access conditions, and Articles 26 and 29 still require an investment registration certificate before implementing a project that falls within that certificate regime. A founder should therefore separate three milestones: the entity exists, the investment project may be implemented, and the business is operationally ready.

Remote control is workable when the charter and resolutions say who decides, a resident representative can lawfully act, the bank can identify and accept each account user, and a local compliance team can create and retain records. It fails when the design depends on a broad power of attorney, shared banking credentials or an address that nobody actually monitors.

Build the resident authority and place layer

Resident legal representation is continuous coverage

Article 12 of the Law on Enterprises requires the enterprise always to have at least one legal representative residing in Vietnam. Where the company has only one resident legal representative and that person leaves Vietnam, the representative must authorize another individual residing in Vietnam in writing to exercise the relevant rights and obligations; the departing representative remains responsible for the authorized acts. An authorization is therefore continuity cover, not a way to turn a sole overseas founder into the resident representative indefinitely.

For sustained non-resident operation, decide whether the charter should appoint more than one legal representative and allocate their titles, powers and interaction. If there are multiple representatives, the charter should make the division precise. The safer operating file contains the current charter, appointment resolutions, specimen signatures, identity and residence evidence, delegations, expiry dates, revocation mechanics and a route for notifying the registry, banks, tax authority and counterparties of a change. The government's current guidance on legal-representative changes under Decree 168 is a useful procedure check.

Do not treat the resident role as a nominee seat. The legal representative is an accountable corporate organ who may bind the enterprise and owes statutory duties. The company should select someone competent, give that person access to advice and records, define authority limits that third parties can understand, and maintain replacement cover for illness, resignation or loss of residence.

The head office and the operating site answer different tests

Under Article 42, the head office is in Vietnam, is the enterprise's contact address and is determined by administrative boundaries, with available telephone, fax and email details. The National Business Registration Portal's address guidance also highlights the need for a compliant, identifiable address. In practical terms, someone must receive official mail, make records available and escalate notices promptly.

A lawful serviced-office arrangement may support a genuine administrative head office where the building and activity permit it. It does not automatically replace a warehouse, clinic, training room, retail outlet, factory, food premises or other site that sector rules expect to exist, be registered, equipped or inspected. Before trading, classify every location as head office, branch, business location, project site or contractor site, then confirm the registration, land/building use and sector approvals for that exact function.

• Head-office evidence: address right, reception and mail protocol, signage where required, records access and named notice owner.
• Operating-site evidence: registered status, lease and permitted use, fire/environmental or other premises approvals where applicable, equipment and inspection file.
• Escalation evidence: scan-and-log time, authority to respond and an emergency route that does not depend on the founder waking in the same time zone.

Separate ownership, approval and signing powers

A workable model separates the person who chooses, the person who binds the company, the person who releases cash and the person who records the result. The same individual may hold more than one role in a small business, but no document should silently collapse all four. The first control document is a role-and-authority matrix approved through the correct corporate body and reflected, where necessary, in the charter, appointment decisions, powers of attorney and bank forms.

Law, bank policy and internal controls are separate layers

The law determines corporate organs, residence, records and regulatory duties. A bank separately determines which people it will identify, what documents and biometrics it needs, and which account entitlements it will activate. The company then adds its own lower thresholds, dual approvals and exception reporting. A corporate power of attorney does not force a bank to grant online access, and a bank token does not confer corporate contract authority.

Use a reserved-matters schedule for capital, borrowing, related-party contracts, senior hires, new sites and regulated activity. Below those thresholds, specify who may approve, who may sign and who must verify documentary support. No one should share a digital signature, banking token or e-invoice credential. Each credential should be attributable, revocable and reviewed when a person changes role.

Statutory corporate records should remain available at the head office or other location permitted by the governing rule, even if the group keeps a secure cloud copy abroad. The local file should include the charter, owner/member/shareholder registers, beneficial-owner information, resolutions and minutes, permits, contracts, accounting records and annual financial statements. Remote board decisions should enter that record system promptly rather than remain in private email threads.

Move from certificates to controlled operations

Build remote control in a fixed dependency order. Do not make the first customer contract, capital transfer or invoice the test of whether the system works.

1. Lock the legal perimeter. Confirm foreign market access, the approved business lines and every conditional-sector requirement. Reconcile the enterprise registration certificate, the investment registration certificate and project approvals where applicable. The 2026 temporary conditional-business framework reduces the list, but an enterprise certificate still does not itself satisfy any surviving license, premises, equipment or qualified-person condition.
2. Activate authority and place. Approve the charter, appointments, reserved matters and delegations; open the corporate records; establish resident-representative backup; and test official-notice handling. Verify the head office and classify each actual operating site before activity begins.
3. Agree the bank and capital route before wiring. Determine whether the company falls within the direct-investment-capital-account regime under Circular 06/2019/TT-NHNN , identify the permitted currency and purpose narrative, and match the investor, project and capital data. Entity-law contribution deadlines, commonly 90 days for relevant LLC and joint-stock subscriptions, must be checked against the exact entity form and any investment-certificate capital schedule. Retain remittance instructions, bank advices, statements and a capital ledger.
4. Make the account usable, not merely open. Circular 17/2024, as amended by Circular 25/2025 from March 2026, governs payment-account opening and use. It permits written authorization for organizational account use, but each bank still applies its own KYC, signature, biometric, device and remote-onboarding policy. For example, ACB's published institutional requirements call for authority documents and ordinarily an in-person meeting with the legal representative, subject to stated exceptions. That is bank practice, not a universal statutory travel rule. Configure separate maker and checker users, limits and an emergency freeze route. The related entity-to-treasury readiness checks explain why certificate issuance alone cannot prove payment readiness.
5. Commission the compliance stack. Appoint the accounting and tax owners; register and test e-invoicing; load opening balances and capital; build customer and vendor master controls; and confirm the annual audit path. The 2025 Law on Tax Administration and Decree 254/2026 apply from July 1, 2026, so a new company should configure e-invoice and tax workflows against that current framework rather than an obsolete checklist.

Before hiring or sending the founder to perform duties in Vietnam, separate corporate status from work authorization. Appointment as owner, director or legal representative does not by itself prove a right to work. A foreign person who will physically work or manage in Vietnam needs a permit or a documented exemption position under Decree 219/2025 . For foreign employees, also test compulsory social-insurance scope under the 2024 Law on Social Insurance , including contract term, intra-company-transfer, retirement-age and treaty exceptions.

Where sector conditions, authority documents and the bank mandate need one accountable workstream, a foreign-owned operating control design can align formation choices with the day-one model. The scope should identify what is legal advice, what depends on a regulator or bank, and what remains the founder's operational responsibility.

Run a calendar that works without the founder

A non-resident owner needs a reporting rhythm tied to decisions, not a monthly folder of unexplained filings. Set exact statutory dates from the company's tax profile, investment approvals, licenses, payroll and financial year; the table below assigns control points without pretending every enterprise has the same filing calendar.

Article 47 of the current Law on Investment requires investors and project companies to report quarterly and annually on matters including investment capital, business results, labor, payments to the state budget, research and development, environment and sector indicators. The reporting owner should reconcile those submissions to the accounting close and investment certificate, not prepare them from a separate spreadsheet.

The accounting file should follow the consolidated Law on Accounting . Foreign-invested enterprises should also schedule the statutory annual audit under Decree 17/2012 as amended by Decree 90/2025 . Audit preparation begins with monthly evidence quality; it should not depend on reconstructing founder approvals at year end.

Use a red-amber-green exception page at the front of every pack. Red means activity stops or the founder decides immediately; amber has an owner and dated repair; green has evidence attached. Include legal-representative residence, account-user changes, capital status, missed notices, tax or invoice failures, license conditions, expiring work authority and unresolved inspections.

Repair failures and define travel triggers

A remote structure is resilient only if it identifies the stop condition before an improvised workaround becomes the control.

When a founder visit becomes the escalation path

Travel is a response to a defined institutional or operational need, not proof that foreign ownership requires permanent presence. Set a visit trigger if the chosen bank insists on an in-person legal-representative meeting or biometric action; a notary, consulate or regulator will not accept the available remote execution route; a site inspection needs the founder because the founder has been lawfully appointed to the responsible role; or a dispute, blocked account or governance deadlock cannot be resolved within delegated authority.

A flight is not a cure for missing work authorization, an invalid address or a defective capital route. Escalate first to the resident representative and responsible adviser, identify the exact act and required evidence, ask whether an authorized local person may complete it, then travel only if the institution or duty genuinely requires the founder. Record that decision so the same surprise does not recur.

Apply the non-resident go-live test

Do not declare the company remote-ready until each item below has an owner, an effective date and retrievable evidence:

• Market access, project approval and conditional-sector requirements are mapped to the planned activity.
• Enterprise and investment records are consistent, and no project is implemented before any required approval.
• At least one legal representative has real Vietnam residence coverage, with monitored backup and expiry alerts.
• The head office receives notices, while every actual site has the registration, use rights, licenses and responsible staff it needs.
• The charter, reserved matters, signing limits and bank maker-checker mandates agree; every credential is individual and revocable.
• Payment and applicable investment-capital accounts are active, tested and reconciled to the approved capital route.
• Accounting, tax, e-invoice, annual audit and investment-reporting calendars have named preparers, reviewers and evidence folders.
• Employees and foreign managers have settled employment, work-right, payroll and social-insurance treatment before duties begin.
• A notice, payment, contract, invoice, month-end close and red-flag escalation have been rehearsed without ad hoc founder intervention.