Vietnam Company Formation for Non-Residents

Can a non-resident form and own a Vietnam company?

Vietnamese investment law classifies the person or organisation putting capital into the project; it does not make Vietnamese personal residence a general qualification for foreign ownership. A foreign individual may invest in their own name, while an overseas legal entity may invest as a corporate member or shareholder. Either can hold equity in a limited liability company or joint stock company, subject to the chosen form and the applicable market-access rules.

That is an eligibility answer, not an approval promise. Under Article 8 of the 2025 Law on Investment , a foreign investor receives domestic-investor market access except for sectors on the restricted market-access list. A listed sector may regulate foreign ownership, the permitted investment form, activity scope, investor capacity, a Vietnamese partner or another treaty or statutory condition. Nationality matters because a treaty commitment may change the result; where the investor is a company, its chain of ownership may also need analysis.

The practical question is therefore: “Can this identified investor carry on these identified business lines through this entity and project?” That question should be answered before names, capital figures and documents are finalised. HSJ Global’s investor-status and filing-scope check can be used to align the investor, proposed activities and registration route. It is not necessary to turn the analysis into a rule about travel or long-term presence.

Residence rules change with the role you hold

A founder can occupy several roles, but the legal tests remain separate. Treating “foreign owner,” “director” and “legal representative” as interchangeable is a common cause of defective charters, unworkable delegations and incorrect immigration assumptions.

Article 12 of the Enterprise Law is specific: an enterprise must always have at least one legal representative residing in Vietnam. If the only resident representative leaves Vietnam, that person must give written authority to another individual residing in Vietnam and remains responsible for the delegated rights and obligations. If the sole representative is absent for more than 30 days without authorisation, the competent owner, members’ council or board must appoint another representative. A second legal representative can reduce continuity risk, but the charter must allocate their powers clearly.

What must be settled before enterprise registration

A non-resident filing is viable only when five inputs agree. First, identify the investor precisely, including nationality, legal existence and upstream ownership. Second, map every revenue activity to a Vietnamese business line and test foreign market access. Third, choose an entity whose ownership and governance fit the number and type of investors. Fourth, establish a Vietnamese head-office address. Fifth, define the investment project—objectives, location, capital, schedule and any land, environmental, construction or sector approval dependencies.

The National Business Registration Portal’s head-office guidance confirms that the enterprise’s registered office must be in Vietnam and is its contact address. That does not mean any convenient address is suitable. The address must be usable for the stated purpose, and a regulated project may need separate evidence of lawful site rights. A virtual or residential-looking address that cannot support licensing, inspections, tax administration or bank verification can turn an apparently complete registration into an operational block.

Choose the IRC-first or company-first route

From 1 March 2026, the Law on Investment permits a foreign investor to establish an economic organisation before an Investment Registration Certificate (IRC) is issued, provided the investor meets market-access conditions at establishment. The official InvestVietnam summary of the 2025 Law confirms this company-first option. It is an alternative sequence, not a removal of project registration.

Decree 96/2026 supplies the guardrails. The Ministry of Justice’s official explanation of the company-first procedure states that the enterprise-registration application carries a market-access commitment, the new company must complete the IRC process within 12 months of establishment, and it may implement the investment project only after that process. Decree 296/2026 then aligns the enterprise-registration dossier by allowing omission of the IRC copy for this route and requiring the commitment. Early ERC issuance should therefore be described as legal-entity formation with bounded preparatory capacity—not as unrestricted trading permission.

Evidence for individual and corporate investors

The evidence pack should prove four propositions: who the investor is, who may bind it, where the investment money comes from and how the proposed company and project satisfy Vietnamese rules. The enterprise-registration pack is not identical to the investment-registration pack, and a bank will apply its own KYC and source-of-funds review.

The official one-member LLC registration guidance illustrates the enterprise layer: application, charter, relevant legal papers for the owner and legal representative, and—where an organisation is the owner—its legal papers, the appointment of an authorised representative and that representative’s legal papers. The portal also notes a three-working-day decision period after receipt of a valid enterprise dossier. That statutory review period begins only when the dossier is valid; it is not an end-to-end formation promise.

Overseas documents need a separate formality review. Decree 111/2011 states that foreign documents for recognition and use in Vietnam generally require consular legalisation unless a treaty, reciprocity, direct official transmission or another legal exemption applies. Foreign-language filings also require Vietnamese translations in the prescribed form. In particular, Decree 168/2025 requires foreign organisational legal papers used for enterprise registration to be consular legalised. Do not assume that a foreign notarisation or apostille alone satisfies the rule applicable on 28 August 2026: the new Apostille implementation decree is scheduled to take effect on 11 September 2026, after this article’s legal cut-off.

Beneficial ownership is now a filing issue as well as a banking issue. The National Business Registration Portal’s beneficial-owner guidance confirms the disclosure duty introduced from 1 July 2025. Under the rules as amended by Decree 296/2026, direct or indirect ownership at the specified 25% threshold and actual control rights can identify the beneficial owner; if no person meets those tests, the highest-authority manager may be the fallback. The evidence must follow reality rather than a nominee label.

Ownership is not residence, work permission or tax residence

Formation changes the status of the Vietnamese legal entity and records the foreign investor’s ownership. It does not, by itself, change the individual founder’s immigration or tax status. A corporate investor never “resides” in Vietnam in the personal immigration sense; its Vietnamese subsidiary instead takes on Vietnamese company-level tax, accounting and reporting obligations.

Investment-related visa categories can support a separate immigration application, and the amended immigration law permits temporary residence cards for certain investor visa categories. But an ERC, IRC or share certificate does not itself issue a visa or temporary residence card. The planned duration and purpose of time in Vietnam must be checked against the immigration law effective from 1 July 2026 .

Work status is equally role-specific. Under Decree 219/2025 on foreign workers , an owner or capital-contributing member of an LLC, or a chairperson or board member of a joint stock company, with a capital contribution of at least VND 3 billion falls within a work-permit-exempt category. That does not make every foreign shareholder exempt, and exemption is not the same thing as silent permission to begin work. A founder who will direct staff, sign as a manager or perform services physically in Vietnam should settle the applicable exemption confirmation or work-permit process before starting those duties.

For personal income tax, the Personal Income Tax Law 109/2025 , effective from 1 July 2026, treats an individual as resident if either the 183-day presence test is met in the calendar year or a consecutive 12-month period from first arrival, or the person has a regular residence in Vietnam under the statutory test. Treaty tie-breakers and proof of foreign residence can require further analysis. Company ownership alone neither creates nor prevents Vietnamese tax residence; a non-resident can still have Vietnamese-source taxable income, while a resident may be taxed on a broader basis.

Banking and operations start after formation, not with it

The capital path should be designed before money moves. State Bank Circular 38/2026, effective 18 August 2026, governs the foreign investment capital account in Vietnam and replaces Circular 06/2019. It requires cash capital contributions within its scope to be transferred through the investment capital account, and it places foreign-invested economic organisations established by foreign investors within the account-opening rules. Account denomination, contribution evidence, remittance narrative and registered capital figures should therefore agree.

The new circular expressly accommodates company-first formation. Before the IRC is granted or adjusted, that company may open the investment capital account and use it only to receive charter capital and interest, pay lawful investment-preparation costs, and refund the investor if the IRC is not obtained. After the IRC is issued or adjusted, the company provides the document to the bank and the account can be used for the wider permitted investment transactions. The official Circular 38/2026 record confirms its 18 August effective date and access to the signed text.

That regulatory permission does not compel a bank to onboard an incomplete customer. The bank must still identify the company, legal representatives, authorised signers and beneficial owners; understand the ownership chain and source of funds; and reconcile the ERC, IRC or pre-IRC basis, charter and transaction purpose. The investor should expect certified or legalised corporate records, translations and recent ownership evidence to be requested again even when similar material was filed with an authority.

This is why bank preparation after the entity exists should be planned as a dependent workstream. An ERC creates the company. The applicable IRC and sector permissions authorise the investment and regulated activity. Bank acceptance enables controlled capital movement. Tax registrations, accounting systems, invoices, labour setup and sector-specific operational steps then determine whether lawful trading can begin.

A non-resident readiness test before filing

Proceed only when each statement below can be answered with evidence rather than assumption. A “not yet” does not always stop the project, but it identifies a dependency that should be sequenced, documented or escalated before the enterprise dossier locks in inconsistent facts.

Go when all eight statements are supported and the remaining post-registration tasks have owners and dates. Pause where the business activity is described only in commercial language, the ownership chain is incomplete, the Vietnam address is unverified, or the resident legal-representative arrangement is nominal. Escalate before filing where market access is conditional, the project needs investment-policy approval or land procedures, the company-first 12-month plan is doubtful, overseas documents cannot be legalised in time, or the intended founder activity in Vietnam lacks a settled work and immigration basis.