From E-Visa to Running a Small Business in Vietnam: The 2026 Pathway to a DT Investor Visa

A foreigner already in Vietnam on a tourist e-visa can lawfully prepare and register a small foreign-owned company, but the e-visa itself does not authorise running a business. The legal long-stay route opens only once you can prove investor status in a Vietnam-registered company. At that point you may apply for a DT investor visa in country, or exit and re-enter on a sponsored DT visa, depending on what your timeline and Immigration's acceptance allow.

From E-Visa to DT Visa: Process at a Glance

1. Confirm your business lines are open to foreign ownership and meet market access conditions
2. Secure a registered office address and decide who will be the company's legal representative
3. Apply for the Enterprise Registration Certificate (ERC), then the Investment Registration Certificate (IRC). Under the 2026 rules these can be done in either order, with the IRC required within 12 months of company establishment
4. Open the Direct Investment Capital Account (DICA) and contribute charter capital within 90 days of the ERC
5. Once investor-status documents exist, apply for a DT visa, either in country through your sponsoring company, or by exiting and re-entering on a sponsored visa
6. If the capital tier qualifies, apply for the matching Temporary Residence Card (TRC)

> This guide reflects company registration and investor visa procedures as understood in April 2026. Vietnam's investment law changed materially in March 2026 and the digital identity (VNeID) tightened through 2025 and 2026. Verify current requirements directly with the provincial Department of Finance and the Vietnam Immigration Department before proceeding.

The route from arriving as a tourist on e-visa to legally running a small foreign-owned business in Vietnam now sits on three legal foundations that came into force in 2025 and 2026. These are the Law on Investment 2025, its implementing Decree 96/2026/ND-CP, and Decree 69/2024 on electronic identification for businesses. None of these were written specifically for small founders, but together they shape what the route looks like, including a real procedural bottleneck around digital identity that catches first-time foreign investors who plan to be their own legal representative.

This guide covers the full route for someone setting up a small 100% foreign-owned Limited Liability Company: a restaurant, a small trading or export company, a leased hotel operation, an early-stage tech company. It does not cover joint ventures with Vietnamese partners, branch offices, representative offices, or share acquisitions in existing Vietnamese companies. For a broader overview of long-stay options that don't involve starting a business, see the long-stay options for foreigners in Vietnam. If your situation is closer to being employed than investing, check work permit and labour TRC.

Who This Is For

This guide is written for someone who is physically in Vietnam on a 90-day e-visa, has identified a real business opportunity, and wants to set it up with 100% foreign ownership through a Limited Liability Company (LLC). It is the most common structure first-time foreign founders use, and the one this article walks through.

It is not for projects in the multi-million-dollar range, large industrial investments, or share acquisitions in existing Vietnamese companies. The procedural shape changes meaningfully at higher capital tiers, and acquisition-based routes follow a different filing sequence.

If you are leaning toward being employed by a Vietnamese entity rather than founding one, the labour route through a work permit and LD2 visa is usually faster and lighter, and it sits in a separate guide.

What You Can and Cannot Do on a Tourist E-Visa

The e-visa is the lawful basis for being in Vietnam while you research, meet potential partners, look at premises, and prepare paperwork. It does not authorise you to actively run a business or perform paid work for any Vietnamese entity, and it does not on its own give you the kind of long-stay status that banks, landlords, and authorities increasingly look for.

In practice, here is what the e-visa allows and where the line sits.

What you can do on a 90-day e-visa

• Take meetings with lawyers, advisors, banks, real estate agents, and potential local partners
• View office and retail premises and negotiate terms
• Sign documents in your personal capacity, including pre-incorporation memoranda of understanding
• Sign investor documents in your personal capacity. Some online filing or authentication steps may need to be handled by a legal representative, co-legal representative, or authorized filing representative who already has Level-2 VNeID access.

What the e-visa is not designed for

• Acting as the day-to-day operator of a business that already exists and is generating revenue
• Performing employment for a Vietnamese employer
• Logging in to government portals as the corporate user. This is now gated by the digital identity system, described below
• Opening a personal Vietnamese bank account at most major banks for full digital banking access

Banking is possible only if the bank is satisfied with your identity documents and permitted stay in Vietnam (usually TRC). Current bank-card rules allow foreign individuals to be identified by passport, or by a Level-2 electronic identification account if available. Banks must also check documents / visa / TRC showing how long the person is allowed to stay in Vietnam.

For short-stay visitors, this is where the process often becomes difficult. A tourist e-visa may be enough for some limited banking discussions, but it may not be enough for full account access, card issuance, or digital banking at every bank. Some banks may ask for longer-stay documents, require extra in-person checks, or refuse onboarding if the remaining stay is too short. We covered it in detail in Vietnam Banking for Foreigners

For this business route, the more important account is usually not your personal Vietnamese account. Once the company exists, charter capital is normally transferred from the investor's foreign bank account into the company's Direct Investment Capital Account (DICA).

The office lease question follows a similar logic. You do not personally need to sign the long-term lease. The company signs it once it exists, and most landlords will accept a short pre-incorporation memorandum of understanding while the company is being registered. For a small business, a serviced office or a co-working address is the most common starting point. Confirm with the registration authority that the specific address qualifies for your business lines, since residential apartments do not.

What Changed in 2025–2026 That Affects This Route

Three legal shifts changed how this journey works. None of them were aimed at small founders specifically, but each one materially affects the order of steps, the timing, and who can do what.

Law on Investment 2025 and Decree 96/2026/ND-CP. The Law on Investment 2025 (Law 143/2025/QH15) took effect on 1 March 2026 and its implementing decree, Decree 96/2026/ND-CP, took effect on 31 March 2026. Together they reorganise foreign investment registration around two changes that matter here. First, an investor can now obtain the Enterprise Registration Certificate (ERC) before the Investment Registration Certificate (IRC), instead of being forced to do them in the older sequence. Second, where the ERC-first route is used, the company must complete IRC procedures within 12 months from establishment, and the matching investment project may only be implemented after the IRC is granted. In short, the ERC-first option speeds up the legal-entity creation, but it does not let the business start operating without the IRC.

Authority restructuring (Decree 29/2025/ND-CP). Following the merger of the Ministry of Planning and Investment with the Ministry of Finance under Decree 29/2025/ND-CP, the investment-registration functions previously handled at provincial level by the Department of Planning and Investment have moved to the provincial Department of Finance (Sở Tài chính). Older guides and templates still refer to the DPI; the substantive work is the same but the responsible office and, in the two main cities, the physical address have changed. In Ho Chi Minh City, IRC and ERC dossiers are now handled at the Department of Finance, Branch 3, at 90G Trần Quốc Toản, Võ Thị Sáu Ward, District 3. The previous headquarters at 32 Lê Thánh Tôn no longer accepts walk-in business registration filings. In Hanoi, dossiers are handled at the Department of Finance office at 258 Võ Chí Công, Xuân La Ward, Tây Hồ District.

Corporate VNeID and online public services. Vietnam's electronic identification system is now part of many online public-service procedures. A corporate eID account can be requested through the legal representative, the head of the organization, or a person authorized by them, using that person's Level-2 eID.

This creates a practical issue for first-time foreign founders. A tourist e-visa holder may not yet have the personal eID access needed to handle every online step directly. Many small foreign-owned companies therefore plan the filing structure around someone who already has Level-2 VNeID access, such as a Vietnamese legal representative, co-legal representative, or authorized filing representative. This is a practical filing issue, not a rule that every foreign founder must appoint a Vietnamese co-legal representative.

Banking biometrics (Circular 45/2025/TT-NHNN). Effective 5 January 2026, biometric verification is mandatory for new bank cards, and electronic activation depends on successfully matching identity-document and biometric data, typically through a chip-based citizen ID card or VNeID. For foreigners without VNeID, banks may collect biometric data in person, but the practical experience varies by bank.

Step-by-Step: From E-Visa to Running the Company

The steps below describe what actually happens, in the order most small foreign founders go through them. Where there is a choice, for example between the ERC-first and IRC-first sequence at Step 3, or between in-country and exit-and-re-enter at Step 5, the trade-offs are flagged.

Step 1: Confirm Business Lines and Market Access

Before anything else, identify the Vietnam Standard Industrial Classification (VSIC) codes for the business you want to run, and confirm that those codes are open to 100% foreign ownership without conditions that change your structure. Most service businesses, trading and export operations, food and beverage outlets, and small tech companies are open. Education, logistics distribution, retail distribution, and certain financial services often sit in the conditional list. Real estate brokerage and a handful of other sectors carry foreign ownership caps or sub-licence requirements that materially change the timeline.

Register only the codes you will actually use in the first year. Adding business lines later through an amendment is straightforward; registering many codes upfront because they "might be useful" tends to draw clarification requests from the registration authority and slows the application.

Step 2: Sort Out the Registered Address and the Legal Representative

The company needs a registered business address in Vietnam, and that address must be in commercial-use property. The registration authority will check this against the property's land-use certificate. Residential apartments are not eligible. For small founders in Ho Chi Minh City and Hanoi, serviced offices and co-working arrangements are the usual starting point; some authorities ask for an address-eligibility letter from the building operator.

The company also needs at least one legal representative with a residential address in Vietnam. This is where the digital identity question becomes practical, not theoretical.

If you plan to be the only legal representative, check the filing route before assuming you can complete every online step yourself. Some company-registration and post-registration procedures now depend on electronic identification access. A tourist e-visa holder may be able to sign investor documents, but may not be able to authenticate every online procedure personally.

The practical solution depends on the province, the filing method, and the service provider handling the application. Some founders use a Vietnamese legal representative or co-legal representative. Others use an authorized filing representative for the digital submission while keeping ownership and decision-making with the foreign investor. The company charter and authorization documents should make this division clear.

Step 3: Apply for the ERC and IRC

There are now two valid sequences. Both produce the same outcome: a company that legally exists and an investment project that has been formally approved.

The traditional sequence (IRC first, then ERC) remains available and is what some registration authorities are most familiar with. You apply for the IRC by submitting the investment project proposal, proof of financial capacity (typically two years of audited financials from the investor or parent entity, or recent personal bank statements with a clear source of funds), the lease document or memorandum, and the personal legal documents of the investor. Once the IRC is issued, the ERC follows within a few working days.

The new sequence (ERC first, IRC within 12 months) was introduced under the Law on Investment 2025. You first register the company itself (charter, member list, legal representative details, beneficial-ownership declaration), and the company exists as a legal entity. You then have up to 12 months from establishment to complete the IRC procedures. Until the IRC is granted, the company can do preparatory work, such as signing a lease in its own name, opening the DICA, hiring administrative support, but it may not implement the investment project. In other words, the company exists, but it cannot start operating the business until the IRC is in hand.

For a small founder, the ERC-first sequence is most useful when the business has straightforward, unconditional VSIC codes and you want a tax code and seal earlier so that a DICA application can begin. For conditional sectors or anything that requires sub-licences, doing the IRC first remains cleaner because those approvals would otherwise be pending while the 12-month clock runs.

Step 4: Post-Licensing: Seal, DICA, Capital Contribution

Once the ERC is issued, several post-licensing steps must be completed in a specific window.

Seal registration and public announcement. The company creates a corporate seal and publishes the seal information on the National Business Registration Portal. The company's establishment must also be announced on the portal within 30 days of the ERC.

Direct Investment Capital Account (DICA). Foreign-invested companies must open a DICA at a Vietnam-licensed commercial bank. All capital contributions, profit repatriations, and share transfers flow through this account. Each company has one DICA per currency at one authorised bank. Banks typically process the DICA application within 5 to 10 business days once the ERC, IRC (if already issued), charter, member list, board resolution, and beneficial-ownership information are submitted.

Charter capital contribution. The declared charter capital must be wired into the DICA within 90 days of the ERC issuance date. The funds must come from the foreign investor's own overseas account, in the same name as the registered investor. Banks will reject capital transfers from third-party or domestic accounts. For corporate investors transferring from a parent entity, the sending account must match the parent entity's name on the registration documents. A name mismatch, even a typographical one, can trigger rejection at the bank.

Tax registration. Activate the tax code, set up e-invoice templates with an approved provider, and obtain a digital tax token for online filings. The annual business licence fee was abolished from 1 January 2026 and is no longer part of this checklist.

Step 5: Apply for the DT Visa

This is the step that most often determines whether you finish the journey in country or have to plan a trip out.

Vietnamese immigration law (Article 7.4 of Law 47/2014, as amended by Law 51/2019/QH14) permits a foreigner already in Vietnam to obtain a new visa with a different purpose if they can present documents proving they are an investor in, or representative of a foreign organisation investing in, Vietnam. This is the legal basis for the in-country DT application. The wording in the law is permissive ("may be considered"), not automatic.

The in-country procedure is run by the Vietnam Immigration Department under the Ministry of Public Security. The sponsoring company submits the application using Form NA5, supported by certified copies of the ERC and IRC, the seal-registration confirmation, Form NA16 introducing the legal representative's seal and signature, proof of capital contribution, and the applicant's passport, photograph, and temporary residence registration confirmation. Submission is at the Immigration Department headquarters in Hanoi (44–46 Trần Phú, Ba Đình) or Ho Chi Minh City (333–335–337 Nguyễn Trãi, District 1), with online and postal channels available. Standard processing is 5 working days from receipt of a complete dossier.

The DT visa tier is determined by the verified capital contribution.

Most small founders register capital that places them in the DT4 tier. The DT4 visa is renewable but does not qualify for a TRC, which means annual renewal and no ability to sponsor dependents under this category. Reaching the VND 3 billion threshold (roughly USD 120,000) lifts the company into DT3, which qualifies for a 3-year TRC and dependent sponsorship for spouse and children under 18.

Two timing realities matter here. First, the e-visa cannot be extended in country. The only ways to remain lawfully in Vietnam beyond the e-visa expiry are to leave and re-enter, or to obtain a new visa through sponsorship. Second, the in-country DT application must be lodged while your e-visa stay is still valid. If your 90-day e-visa is running out and the company's investor-status documents are not yet ready, most often because the IRC or capital contribution has slipped, you have two options: exit Vietnam and apply for a sponsored DT visa from abroad through a Vietnamese embassy or consulate, or exit and re-enter on a fresh e-visa to continue preparation. Which option is right depends on how close the company is to being investor-ready.

Step 6: Apply for the Matching TRC (If Eligible)

Once the DT visa is in the passport and the capital tier qualifies (DT1, DT2, or DT3), the company applies for the matching TRC at the same Immigration Department offices, using Form NA6 alongside the supporting company documents and the police-confirmed temporary residence registration. The TRC's validity is at least 30 days shorter than the remaining validity of the passport, so a passport with several years of remaining life makes a meaningful difference. Note that the DT4 holders are not eligible for a TRC and continue on the 12-month visa cycle.

Documents You Will Need

The lists below distinguish between what is officially specified in the relevant procedure texts and what is commonly required in practice based on how registration authorities and the Immigration Department actually handle small-founder applications.

Required: All Applicants

For company registration (ERC and IRC):

• Investor's passport, notarised, consular-legalised, and translated into Vietnamese (this is what fails most often when documents originate from a country with no consular service in Vietnam)
• Proof of financial capacity. For individual investors, recent personal bank statements showing the equivalent of the proposed charter capital and a demonstrable source of funds. For corporate investors, audited financial statements of the parent entity for the last two years
• Investment project proposal: purpose, capital, business lines, location, schedule, expected outputs
• Lease agreement or memorandum of understanding for the registered office, with the landlord's land-use-rights certificate showing the property is eligible for commercial use
• Company charter (Articles of Association)
• Member list (multi-member LLC) or owner declaration (single-member LLC)
• Beneficial-ownership declaration covering individuals who own 25% or more of charter capital or otherwise control the company
• Legal representative information, including a residential address in Vietnam

For the DT visa (in-country application via the sponsoring company):

• Form NA5 (visa application for a foreigner already in Vietnam)
• Applicant's valid passport with sufficient remaining validity for the DT visa duration sought
• Documents proving investor status, typically the certified ERC and IRC plus the capital-contribution certificate
• Temporary residence registration confirmation from the local police at the applicant's address
• One 4×6 cm photograph

Conditional / If Applicable

• For conditional business lines (education, logistics, real-estate services, certain financial services): sub-licence applications, professional credentials, or sector-specific approvals. Trigger: VSIC code falls under Vietnam's conditional list, or carries foreign ownership caps.
• For representative or authorized-filing arrangements: authorization documents or charter clauses showing who may submit online procedures, sign administrative filings, and represent the company before authorities. Trigger: the foreign owner cannot personally authenticate the required online steps.
• For corporate investors (parent entity): consular-legalised certificate of incorporation, recent audited financials, and a board resolution authorising the Vietnam investment.
• For dependent visas later: marriage certificate (consular-legalised) and birth certificates for children. Trigger: applicant intends to sponsor family on TT visas after a DT1, DT2, or DT3 is granted.

Time-Sensitive Documents

• Personal bank statements / source-of-funds documentation: typically must be dated within 3 months of submission
• Audited financial statements of corporate investor: most recent two financial years
• Lease agreement or MOU: must remain valid through the registration period and the early operating period
• Temporary residence registration: must be current at the time of the visa application
• Passport: at least 6 months of remaining validity at entry; the TRC, if applied for, will be issued at least 30 days shorter than the remaining passport validity

Every conditional document should be checked against the registration authority's current published checklist for the specific province, because requirements vary at the margin between provincial offices.

Processing Time and Costs

Realistic timelines for a small founder, assuming non-conditional business lines, a complete dossier, and a sponsoring company that has handled foreign-investor visas before.

Visa and residence-document fees (Ministry of Finance Circular 28/2026/TT-BTC, effective 1 April 2026):

• Single-entry visa: USD 25
• Multiple-entry visa, valid up to 90 days: USD 50
• Multiple-entry visa, valid over 90 days to 180 days: USD 95
• Multiple-entry visa, valid over 180 days to 1 year: USD 135
• Multiple-entry visa, valid over 1 year to 2 years: USD 145
• Multiple-entry visa, valid over 2 years to 5 years: USD 155
• Multiple-entry visa, valid over 5 years to 10 years: USD 165
• Visa for people under 14 years old, regardless of validity period: USD 25
• Transfer of a valid visa, TRC, or temporary-residence period from old passport to new passport: USD 5
• TRC valid up to 2 years: USD 145
• TRC valid over 2 years to 5 years: USD 155
• TRC valid over 5 years to 10 years: USD 165

Practical Tips and What Foreign Founders Commonly Experience

The friction points below are the ones practitioner sources keep flagging for small foreign founders, not the issues that dominate large-FDI guides. They are written as patterns, not as a checklist.

Office and Regional Variation

Ho Chi Minh City and Hanoi handle the highest volume of foreign-investor applications and are the most predictable for a small foreign-owned LLC with standard business lines. Processing tends to follow the published timelines, and the registration staff are familiar with the post-restructuring procedures under Decree 96/2026.

Outside the two main cities, registration authority experience with foreign investors is more uneven. Smaller provincial offices may request additional clarification, more detailed financial-capacity evidence, or supplementary documentation that is not strictly required by the central regulations. For the ERC-first sequence specifically, early 2026 practitioner reports suggest implementation is progressing, but not yet uniform across provinces. Confirm with the local registration authority before filing this way outside HCMC or Hanoi.

Founder-Reported Problems

The VNeID bottleneck. Electronic identification can become a practical bottleneck before the founder has long-stay status in Vietnam. A foreign investor on a tourist e-visa may be able to sign the company documents, but may not have the eID access needed to authenticate every online filing personally.

This is why the legal-representative structure should be planned before the first filing. A Vietnamese legal representative, co-legal representative, or authorized filing representative may be used to handle digital procedures where Level-2 VNeID access is needed. The exact setup should be confirmed with the registration authority or counsel before filing, especially if the foreign owner wants to remain the only decision-maker.

Charter capital that does not match the business plan. Vietnam does not set one general minimum charter-capital amount for every small foreign-owned company. That does not mean any low figure will be accepted. The registration authority can question whether the proposed capital is realistic for the business lines, premises, equipment, staffing, and early operating costs.

A small consulting company, a restaurant, a trading business, and a leased hotel operation do not need the same capital. The safer approach is to register an amount that clearly supports the business plan and can actually be contributed through the DICA within the required period. Avoid treating any informal figure as a guaranteed safe minimum unless a lawyer or the registration authority has confirmed it for that business type and province.

The 90-day capital clock. The 90-day deadline for contributing charter capital begins from the ERC issuance date, not from when the DICA is opened. Opening a DICA itself takes time, particularly at banks that require multiple approvals for foreign-invested accounts. Start the DICA application immediately after the ERC is issued, and arrange the outbound transfer from the investor's foreign account well before the 90-day mark. Late or incomplete capital contribution triggers fines under Decree 340/2025/ND-CP and can put the company's registration at risk.

E-visa expiry during company formation. The full route from filing to DT visa in passport routinely takes longer than 90 days. If the e-visa is expiring and the investor-status documents are not yet complete, the cleaner option is usually to exit Vietnam and re-enter on a fresh e-visa to continue preparation. The alternative, continuing to delay until the company is investor-ready and applying in country, is fine if the timing genuinely lines up, but it leaves no room for the small last-minute slips that often delay an IRC issuance or a capital-contribution confirmation.

Banking expectations versus the 2026 reality. Banking has become more document-heavy because banks must check identity, permitted stay, and biometric information before issuing cards or enabling electronic card transactions. For foreigners, passport-based identification is still possible under the bank-card rules, so this should not be described as a formal TRC-only system.

The practical issue is bank policy. A tourist e-visa holder with a short remaining stay may face refusal, limited account functions, or extra in-person checks. For the company-setup route, plan around the company's DICA rather than assuming a personal Vietnamese account will be available immediately. Charter capital should be transferred from the investor's foreign account directly into the company's DICA once that account is open.

Key Sources

• Law on Investment 2025 (Law No. 143/2025/QH15) — effective 1 March 2026
• Decree 168/2025/ND-CP on enterprise registration — effective 1 July 2025
• Law No. 47/2014/QH13 on Entry, Exit, Transit and Residence of Foreigners as amended by Law No. 51/2019/QH14
• Circular 28/2026/TT-BTC on exit, entry, transit, residence, visa, and TRC fees — effective 1 April 2026
• Vietnam Immigration Department, Ministry of Public Security — https://xuatnhapcanh.gov.vn/
• MPS Public Service Portal (in-country visa procedure 1.003342) — https://e-services.mps.gov.vn/