How to Start a Business in Vietnam as a Foreigner on an E-Visa: Company Setup, Investor Visa, and the 2026 Legal Changes That Reshape the Process

A foreigner on a Vietnamese e-visa can legally set up a company in Vietnam — the e-visa does not prevent company registration — but the company formation process itself is what generates the legal basis for converting to an investor (DT) visa, and the sequencing of that process changed fundamentally in March 2026.

How Company Registration Works in 2026 — Procedure Snapshot

1. Confirm your business lines are open to foreign investment and check market access conditions
2. Secure an office lease and appoint a legal representative resident in Vietnam
3. Obtain the Enterprise Registration Certificate (ERC) — now available before the IRC under the Law on Investment 2025
4. Obtain the Investment Registration Certificate (IRC) within six months of the ERC
5. Complete post-licensing steps: seal registration, DICA bank account, capital contribution within 90 days
6. Convert your e-visa to a DT (investor) visa through Vietnam Immigration

> This guide reflects company registration and investor visa procedures as understood in early 2026. Vietnam's investment, enterprise, and immigration laws underwent major revisions in mid-2025 and early 2026. Requirements change without advance notice. Verify current requirements directly with the Department of Planning and Investment (Sở Kế hoạch và Đầu tư) in your province and the Department of Immigration (Cục Quản lý xuất nhập cảnh) before proceeding.

For a foreigner who has arrived on an e-visa and decided to build a long-term business presence in Vietnam — finding an office, understanding which legal structure works, navigating the visa transition — the company formation process is the foundation everything else depends on.

This guide covers the full pathway from e-visa holder to legally operating business owner, including the investor visa conversion. What comes after — tax registration, hiring staff, ongoing compliance obligations — sits outside this guide's scope. For an overview of long-term stay options that do not involve starting a business, see the long-term stay options guide.

In this guide

• Who This Is For
• What Changed in 2025-2026: Three Legal Shifts That Affect This Process
• Step-by-Step: Setting Up a Foreign-Owned Company in Vietnam
• Processing Time and Costs
• Practical Tips and What Investors Commonly Experience
• Frequently Asked Questions
• Key Sources

Who This Is For

This guide is written for foreigners who are physically in Vietnam on an e-visa (or tourist visa) and have decided to start a business here — typically by setting up a Limited Liability Company (LLC) with 100% foreign ownership. This is the most common structure for first-time foreign investors.

It applies whether you are planning a consulting operation, a trading company, a tech startup, or a services business. It does not cover joint ventures with Vietnamese partners, branch offices of foreign companies, or representative offices — each of which follows a different registration path.

If you are buying shares in an existing Vietnamese company rather than forming a new one, the investor visa pathway is similar, but the company formation steps differ. This guide focuses on new entity creation.

What Changed in 2025–2026: Three Legal Shifts That Affect This Process

Before walking through the steps, it is worth understanding the three legal changes that reshaped how foreign company formation works in Vietnam. If you are reading a guide written before mid-2025, it is likely describing an outdated process.

The ERC-First Option (Law on Investment 2025 — effective March 1, 2026)

Under the previous framework, foreign investors had to obtain the Investment Registration Certificate (IRC) first, then apply for the Enterprise Registration Certificate (ERC). The new Law on Investment 2025 (Law No. 143/2025/QH15) reverses this sequence for qualifying investors: you can now register the company (ERC) before the investment project is formally approved (IRC).

In practice, this means you can create the legal entity, sign a lease in the company's name, and begin administrative preparation — including opening a bank account — while the IRC application is still in progress. However, there is a hard deadline: the IRC must be obtained within six months of the ERC, or the company must dissolve. Market access conditions for your business lines still apply at the establishment stage — the sequencing changed, but the eligibility requirements did not.

This is a legally enabled option, not a mandatory path. The traditional IRC-first sequence remains available and may still be advisable depending on your sector and the DPI office handling your application, as implementation guidance is still being developed in early 2026.

Amended Enterprise Law and Decree 168 (effective July 1, 2025)

Law No. 76/2025/QH15 introduced mandatory Beneficial Owner (UBO) disclosure for all enterprises. Every company must now identify and declare individuals who directly or indirectly own 25% or more of charter capital or exercise control over the company. This information is part of the registration dossier and must be kept updated.

Decree No. 168/2025/ND-CP, which implements the amended Enterprise Law, overhauled the enterprise registration process — including new forms, new digital requirements, and the VNeID mandate described below.

The VNeID Requirement (mandatory from January 1, 2026)

All enterprises must now use a corporate electronic identification (eID) account for online administrative procedures, registered through the VNeID platform. The legal representative of the company must hold a Level 2 personal eID account to set up the corporate account.

This creates a practical problem for foreigners who want to serve as their own legal representative. As of early 2026, Level 2 VNeID accounts are only available to foreigners who hold a Temporary Residence Card (TRC) or Permanent Residence Card (PRC). If you are on an e-visa — which is the starting scenario this guide addresses — you cannot currently register for a Level 2 VNeID yourself. The foreign business community has formally raised this issue with the Ministry of Public Security, and further guidance is expected, but no resolution has been announced as of March 2026.

The practical workaround most commonly used: appoint a Vietnamese co-legal representative (or a Vietnamese individual as sole legal representative) who can complete the VNeID registration, while the foreign investor retains ownership and strategic control through the company charter. Practitioner firms widely recommend a dual legal representative structure for this reason — one Vietnamese resident handling administrative compliance, one foreign investor retaining decision-making authority. This is not a loophole; it is a standard structure under Vietnamese corporate law. But it does require careful drafting of the company charter to delineate authority clearly.

Step-by-Step: Setting Up a Foreign-Owned Company in Vietnam

Step 1: Confirm Your Business Lines and Market Access

Vietnam allows 100% foreign ownership in most sectors, but some business lines are conditional (requiring specific approvals, foreign ownership caps, or sub-licenses) and a small number are prohibited for foreign investors entirely.

Before anything else, confirm that the Vietnam Industry Classification System (VSIC) codes for your intended business lines are open to foreign investment. The 2025 Investment Law removed 38 conditional business lines and revised 20 others, but conditional sectors still include areas like education, logistics, retail distribution, real estate services, and certain financial services.

If your business line is unconditional and listed under Vietnam's WTO commitments, the DPI will typically process your IRC within 15 working days. If it falls outside WTO commitments or into a conditional category, expect additional approvals and a longer timeline.

This is the step where many first-time investors lose time. Choosing business lines that are broader than what you actually need — a common instinct — can trigger additional scrutiny. Register only the VSIC codes you will actually use.

Step 2: Secure an Office Lease and Appoint a Legal Representative

You need a registered business address in Vietnam. This must be a commercial-use property — residential apartments generally do not qualify, and the DPI will check this against the property's land-use certificate. In Ho Chi Minh City, shared office and co-working arrangements are widely used for initial registration, though some DPI officers may request additional documentation to confirm the address qualifies.

The lease agreement (or a memorandum of understanding for an office lease) is typically required as part of the IRC application dossier.

You also need at least one legal representative who has a residential address in Vietnam. As noted above, if you are the sole foreign investor on an e-visa, you will face practical obstacles with the VNeID requirement. The most common solution is to appoint a Vietnamese individual as legal representative for administrative purposes, while the company charter clearly reserves strategic decisions — capital allocation, major contracts, business direction — for the owner.

If the foreign investor intends to be a legal representative, they will need to obtain a TRC first (which requires completing the DT visa process), then register for VNeID — creating a sequencing challenge. Practitioner firms familiar with this issue can advise on the timing.

Step 3: Obtain the ERC or IRC (Choose Your Sequence)

Traditional path (IRC first → ERC):

This is the established sequence and remains the default at most DPI offices in early 2026. You apply for the IRC by submitting the investment project proposal, proof of financial capacity (typically audited financial statements from the investor or parent company for the last two years), the lease agreement, and legal documents. The DPI reviews and issues the IRC, typically within 15 working days for standard cases.

Once the IRC is issued, you apply for the ERC — the company's formal registration — which is processed within approximately 3 working days. The ERC provides the company's tax identification number and legal identity.

New path (ERC first → IRC within six months):

Under the Law on Investment 2025, you can reverse the order. You submit the ERC application first — company charter, member list, legal representative details, UBO declaration — and the company is registered as a legal entity. You then have six months to complete the IRC.

This path has a practical advantage: it allows you to begin certain administrative steps (such as lease signing in the company's name and initial banking setup) while the IRC process is still underway. However, as of March 2026, implementation guidance from the government is still being developed. Some DPI offices may not yet have fully adopted the new process. If you choose this path, confirm with the specific DPI office in your province that they are accepting ERC-first applications from foreign investors.

Where to apply: Applications go to the Department of Planning and Investment in the city or province where the company will be headquartered. In Ho Chi Minh City, this is the HCMC DPI at 32 Lê Thánh Tôn, District 1. In Hanoi, it is the Hanoi DPI. Other provinces have their own DPI offices.

Step 4: Complete Post-Licensing Requirements

Obtaining the ERC and IRC means the company legally exists. It does not mean it can operate. Several post-licensing steps must be completed, most within 30–90 days of the ERC date:

Seal registration: The company must create a corporate seal and announce it on the National Business Registration Portal. The seal must include the company name and tax identification number.

Direct Investment Capital Account (DICA): Foreign-invested companies must open a DICA at a licensed bank in Vietnam. All capital contributions, profit repatriations, and share transfers must flow through this account. This is not optional — it is a legal requirement.

Charter capital contribution: The declared charter capital must be transferred into the DICA within 90 days of the ERC issuance date. For most sectors, there is no statutory minimum capital requirement in Vietnam, but the DPI will assess whether the declared amount is realistic for the business lines registered. Practitioner sources commonly note that simple service businesses can be registered with capital as low as VND 200–500 million (approximately USD 8,000–20,000), but the amount must be credible for the stated business purpose.

Tax and e-invoice registration: Register with the local Tax Department for VAT, activate your tax code, set up e-invoice templates with an approved provider, and purchase a digital tax token for online filings.

Public announcement: The company's details must be publicly announced on the National Business Registration Portal within 30 days of the ERC.

Annual business license fee: Abolished from January 1, 2026 — this is no longer a required step.

Step 5: Convert Your E-Visa to a DT (Investor) Visa

Once the company is registered, the capital is contributed, and you have documentation proving your investor status, you can apply to convert your e-visa to an investor visa without leaving the country, as long as the sponsoring company and investor-status documents are accepted within your current visa validity period.

The DT visa is classified into four tiers based on capital contribution:

Most first-time foreign investors setting up a small to mid-sized business will fall into the DT4 category. This is renewable but does not qualify for a Temporary Residence Card — meaning you will need to renew annually and cannot sponsor family members for a TT visa under this category.

If your investment reaches the VND 3 billion threshold (DT3), you become eligible for a TRC, which significantly simplifies long-term residency — no annual renewals, re-entry without a separate visa, and the ability to sponsor dependents.

The conversion process (in-country):

Your company (acting as the sponsoring entity) submits the following to the Vietnam Immigration Department in Hanoi, Ho Chi Minh City, or Da Nang:

• Certified copy of the Business Registration Certificate (ERC) and Investment Registration Certificate (IRC)
• Certificate of seal specimen registration or notice of published seal on the National Business Registration Portal
• Form NA16 — registration of the legal representative's seal and signature
• Form NA5 — visa application for a foreigner already in Vietnam
• Passport photo page copy and personal photo (4×6 cm)
• Documents proving investor status: capital contribution certificate, member list showing ownership

The company's legal representative uses the MPS Public Service Portal (dichvucong.bocongan.gov.vn) to submit the electronic sponsorship application and authenticates it with the company's digital signature.

Processing typically takes 5 working days from submission of complete documents. The DT visa is then stamped into the passport.

Timing consideration: Your e-visa must still be valid when you apply for the conversion. If your e-visa is close to expiring and the company formation process is still underway, you may need to extend your e-visa or do a visa run before the conversion can be processed. Plan your timeline accordingly — the company setup alone typically takes 2–4 months.

Note that The Department of Planning and Investment (DPI) are quite strict about the 90-day window: you must contribute your capital within 90 days of receiving your ERC. If you apply for the DT visa before this window is closed but haven't transferred the money yet, Immigration may only grant a very short-term visa until the proof of transfer is provided.

Processing Time and Costs

Realistic timelines and costs for the full pathway, based on practitioner sources and commonly reported figures:

The wide range in practitioner fees reflects differences in business line complexity, whether the sector is conditional, and the level of ongoing compliance support included. Simple service companies at the low end; conditional sectors, retail, or trading businesses at the higher end. These are third-party service fees, not government charges.

Confirm current government fees directly with the DPI and Immigration Department, as these are periodically revised.

Practical Tips and What Investors Commonly Experience

Office and Regional Variation

The DPI in Ho Chi Minh City — the most common registration location for foreign investors — is generally well-practiced with foreign-owned LLC applications. Processing tends to follow stated timelines for standard WTO-committed business lines. In Hanoi, the DPI handles a similarly high volume of foreign investment filings.

Outside these two cities, processing times and documentation expectations can vary more significantly. Smaller DPI offices may have less experience with foreign-invested enterprises and may request additional clarification or documentation not explicitly required by the central regulations.

For the new ERC-first path introduced in March 2026, early reports from practitioner firms suggest that implementation is progressing but not yet uniform across provinces. Investors considering this path outside HCMC or Hanoi should confirm with the local DPI before filing.

Investor-Reported Problems

Choosing overly broad business lines. A common first-timer instinct is to register many VSIC codes to "keep options open." In practice, this frequently triggers additional scrutiny from the DPI, particularly if the business lines span unrelated sectors or include conditional categories. The recommended approach: register only the codes you will actually use in the first year. Business lines can be added later through an amendment.

Underestimating the capital contribution timeline. The 90-day deadline for contributing charter capital begins from the ERC date — not from when the bank account is opened. Opening a DICA takes time, especially at banks that require multiple approvals for foreign-invested accounts. Start the bank account process immediately after the ERC is issued.

The VNeID gap for foreign legal representatives. Officially, level-2 foreigner eID is for foreigners who already hold a TRC or PRC. As described above, this remains an active practical issue in early 2026. Investors who plan to be their own sole legal representative and are not yet TRC holders should budget extra time and consider the dual legal representative structure. Several practitioner firms report that this is now the single most common source of delay for new foreign investors.

E-visa expiry during company formation. The company setup process takes 2–4 months. A 90-day e-visa may not be long enough to complete everything. Plan your visa timeline before starting — if an extension is needed, process it early rather than waiting until the final weeks.

Key Sources

• Law on Investment 2025 (Law No. 143/2025/QH15) — effective March 1, 2026
• Amended Enterprise Law (Law No. 76/2025/QH15) — effective July 1, 2025
• Decree No. 168/2025/ND-CP — enterprise registration, effective July 1, 2025
• Decree No. 239/2025/ND-CP — amended Investment Law implementation, effective September 3, 2025
• Vietnam Immigration Department — xuatnhapcanh.gov.vn
• MPS Public Service Portal — dichvucong.bocongan.gov.vn
• Immigration Law No. 47/2014/QH13 as amended by Law No. 51/2019/QH14