Vietnam Company Setup Before Moving to the Country

Lock the company and project design before booking the move

The first pre-move output is not an application. It is a signed decision record covering the proposed activities, customers, revenue model, foreign ownership, legal form, investor, charter capital, project capital, registered office, project location, legal representative and intended staffing. Vietnam’s 2025 Investment Law, effective March 1, 2026, generally gives foreign investors domestic market access except for activities on the restricted market-access list, but the conditions can address ownership, investment form, operating scope, investor capacity or a local partner. Check the exact Vietnamese business lines and sector rules against the official Investment Law 143/2025/QH15 before the document set is produced.

Next, choose the registration sequence. The conventional route obtains the Investment Registration Certificate (IRC) for the project and then the Enterprise Registration Certificate (ERC) for the company. Article 72 of Decree 96/2026/ND-CP also implements a company-first route: establish the enterprise with a market-access undertaking, then complete an IRC for a project consistent with its registered activities within 12 months. That company may not implement the project before the IRC is issued and cannot add other investment business lines during the interim. Company-first is therefore a sequencing tool, not permission to trade early.

Use a pre-departure entity and project review to turn that gate into a responsibility matrix, rather than treating incorporation as a standalone certificate order.

Build the overseas evidence file before the filing window

Order foreign documents only after the design is stable. An individual investor normally needs passport and address/identity evidence; a corporate investor needs its registry extract or incorporation record, constitutional documents, approvals for the investment, authorized-representative appointments and identity documents. The project file can also require financial-capacity evidence, explanations of objectives and scale, capital sources, proposed schedule, location rights and technology or environmental materials depending on the project. The enterprise file adds the charter, members or shareholders, legal representative, authorized representatives and beneficial-owner/control information under the 2025 Enterprise Law amendments and Decree 296/2026/ND-CP .

Foreign-issued documents generally need consular legalization for use in Vietnam unless a treaty, reciprocity arrangement or statutory exemption applies, followed by compliant Vietnamese translation/certification as required. Vietnam’s Apostille Convention entry into force is September 11, 2026—after this article’s date—so an apostille-only assumption is unsafe for a dossier submitted before then. For later submissions, confirm that the Convention applies between the two states, covers the document and is accepted for the intended use. The HCCH accession notice supplies the effective date, not a blanket answer for every filing.

Version-control the file by naming the issuing authority, issue date, expiry date, authentication path, translator and destination dossier for every item. A scan marked “received” is not the same as an original that the filing authority and later the bank will accept.

Run a dependency-based pre-move timeline

For an ordinary foreign-owned project that does not require investment-policy approval, reserve a practical planning range of 10–16 calendar weeks , starting when the activity, ownership, entity/project sequence and address are signed off and ending when registration outputs plus the bank, tax and launch-control files have been verified. This is not a statutory service level. The official ERC clock can be three working days from a valid dossier, and Decree 96 provides a ten-working-day digital-signature IRC route from a valid online file, but legalization, translations, revisions, paper comparison, policy approval, sector licences and bank KYC sit outside those clocks. The current National Public Service Portal procedure confirms the valid-dossier ERC period.

1. T–16 to T–13: approve the decision record and an issue log. Stop if market access, policy approval or location suitability remains conditional.
2. T–14 to T–10: collect, authenticate, translate and sign. Pre-screen the bank KYC file in parallel, without representing that an account already exists.
3. T–10 to T–6: submit through the selected sequence, capture receipts, answer one controlled source-of-truth issue list and verify every issued field.
4. T–7 to T–3: prepare company books, funding instructions, accounting, tax access, e-invoice, licences and employment files based on the verified certificates.
5. T–6 to arrival: lodge or schedule only the immigration, labor, bank, landlord and identity actions whose prerequisites now exist.

The overlapping ranges are intentional. They create slack without letting a downstream workstream invent facts that the registration authority has not accepted.

Separate remote outputs from arrival-dependent checks

Vietnam now recognizes online enterprise applications as legally equivalent to paper applications, and an authorized person can file with the prescribed authorization evidence. Current access runs through the National Public Service Portal or national identification application under Decree 296. Decree 96 also permits online IRC filing, with a digital-signature route and a route without one; the latter can require the matching paper set to be delivered in person or by post before the electronic result is returned. Remote submission therefore depends on the filer’s identity account, signature route, authorization and possession of acceptable evidence—it is not a promise that no physical document or appearance will be requested.

Connect registration to capital, bank, tax and licences

An issued ERC creates the enterprise and its enterprise code, which also serves as its tax code. It does not by itself prove that the company can receive foreign investment capital through the correct account, issue a compliant invoice or conduct a conditional activity. Build the operational chain from verified certificate data, in this order:

1. Corporate records: issue the charter and required ownership/member/shareholder and beneficial-owner records, appointments, specimen authorities and internal approvals. Match names, addresses, capital and business lines to the ERC and IRC.
2. Investment account and operating bank: obtain the bank’s written KYC checklist and map each inflow and outflow to the correct account. Circular 38/2026/TT-NHNN, effective August 18, 2026, permits a company-first foreign-invested enterprise to open one foreign-currency and/or one Vietnamese-dong investment capital account at the same authorized bank before its IRC for limited charter-capital, interest, preparatory-cost and refund purposes. Full project-account use follows the IRC and applicable rules. Review the official Circular 38/2026/TT-NHNN against the selected route.
3. Capital calendar: reconcile the company-law contribution deadline with the IRC’s project-capital schedule and bank account readiness. Under the Enterprise Law contribution rules , the period for common limited liability companies and subscribed joint-stock shares is generally 90 days from ERC issuance, subject to statutory exclusions. Never send capital to a provisional destination or describe a payment inconsistently with the approved schedule.
4. Tax and e-invoice: appoint the accountant, secure the compliant digital-signature and tax access, set the accounting policy and register the e-invoice solution. Under Decree 123/2020 as amended by Decree 70/2025/ND-CP , the company should obtain tax-authority acceptance for its e-invoice registration before issuing taxable invoices.
5. Sector launch release: identify the business licence, sub-licence, professional approval, premises condition, product registration or inspection that applies to each activity. Record the legal threshold, application owner and proof of issuance. Registration of a business line does not displace those operating conditions.

Keep ownership, work permission and residence separate

Company ownership answers who holds the investment. It does not automatically answer whether the founder may enter Vietnam, perform work or reside there. Run three files in parallel: the company/investment file, the labor file and the immigration file. Each has its own authority, prerequisites and output.

Under Decree 219/2025/ND-CP , an owner/member of a limited liability company or a board member/chair of a joint-stock company can fall within an exemption when their capital contribution is at least VND 3 billion. That threshold does not make every owner automatically work-authorized: the role, evidence and applicable confirmation or notice procedure still need to be established before work begins. A complete work-permit dossier has a stated ten-working-day authority period, while incomplete eligibility or foreign-document preparation can take longer.

Likewise, a visa or e-visa permits entry on its terms; it is not a work permit. Investor-visa and temporary-residence-card eligibility depends on the person’s investment status and capital category, the sponsoring entity, passport validity and the prescribed dossier. Temporary residence is handled after entry for an eligible applicant, and arrival never guarantees approval. Confirm the applicable category against the current consolidated immigration law rather than inferring status from the ERC.

If staff recruitment is part of the relocation plan, use entity timing before the first hire to decide which employment commitments can follow registration and which must wait for operational readiness.

Recover delays without moving the wrong milestone

A delay is manageable when it has a named dependency and an owner. It becomes dangerous when the team preserves the travel or sales date by silently dropping a legal prerequisite. Use a single issue register that shows the missing evidence, affected downstream tasks, responsible person, authority response, next action and last safe move date.

Reforecast from the affected evidence gate. Do not add the delay to every workstream automatically: an immigration document problem may not stop the filing representative, while a changed investor or address can force both registration dossiers and the bank file back to design.

Pass the Vietnam move-readiness test

The move is ready when the founder can answer “yes” with evidence—not merely intention—to the tests below. Some companies can pass before the IRC or bank account is complete because the founder is moving for a non-operating preparatory period. In that case, mark commercial launch and work duties as separately blocked, preserve lawful immigration status and record the date of the next review.

The final go/no-go is therefore role-specific. A shareholder may be ready to relocate while the company is not yet ready to invoice; a company may be registered while the founder is not yet ready to work; and both can be ready while a licensed activity remains blocked. Release each milestone only against its own evidence.