One of the most common questions from entrepreneurs exploring Vietnam is: “What will this actually cost me?”
The good news: Vietnam’s government fees for company formation are among the lowest in Southeast Asia. The full cost to register an LLC and obtain your IRC + ERC runs to approximately $200–400 in government fees.
The more complete answer: there are layers of cost beyond the registration fees charter capital rules, mandatory office leases, social insurance obligations, annual audit requirements, and ongoing compliance costs that you need to budget for before you start.
This guide gives you the full, honest picture.
Government Registration Fees (IRC + ERC)
Vietnam uses a two-certificate system for foreign-invested companies:
- IRC (Investment Registration Certificate): Issued by the Department of Planning and Investment (DPI). Grants the right to invest in Vietnam.
- ERC (Enterprise Registration Certificate): Issued by the DPI after IRC. This is the actual “company registration” — your business legal entity.
IRC Fees
The IRC fee is based on the investment capital registered:
| Investment Capital | IRC Fee |
|---|---|
| Under VND 15 billion (~USD 600,000) | VND 1,500,000 (~USD 60) |
| VND 15–300 billion (~USD 600K–12M) | VND 3,000,000 (~USD 120) |
| VND 300–1,000 billion (~USD 12M–40M) | VND 5,000,000 (~USD 200) |
| Over VND 1,000 billion (>USD 40M) | VND 7,000,000 (~USD 280) |
For most SME foreign investors, IRC fee = approximately USD 60–120.
ERC Fees
ERC fees are minimal:
- Standard ERC: VND 50,000–100,000 (~USD 2–4)
- Urgent processing (3 days vs standard 3 days): No additional fee in most provinces
Stamp Making
After ERC, you must create a company seal (chop). Cost: VND 200,000–500,000 (~USD 8–20). The company seal is required for contracts, official documents, and bank account opening.
Publication Fee
You must publish your company information on the National Business Registration Portal. Fee: VND 100,000 (~USD 4).
Total government fees: approximately USD 100–350 depending on investment capital.
Charter Capital: Rules, Minimums & the 90-Day Rule
What Is Charter Capital?
Charter capital (vốn điều lệ) is the total capital that shareholders/members commit to contribute to the company. It is declared in your ERC and determines:
- Your company’s legal financial capacity
- Basis for calculating annual business licence tax (Môn Bài)
- Credibility with customers, partners, and government authorities
Minimum Charter Capital
Vietnam has no universal statutory minimum charter capital for most business sectors. However:
- For general trading/services: No minimum but DPI expects capital sufficient for the business plan. Practical minimum: USD 10,000–20,000.
- For manufacturing: No minimum but must be sufficient for equipment/factory lease. Practical: USD 50,000+
- Regulated sectors have mandatory minimums:
- Real estate business: VND 20 billion (~USD 800,000)
- Employment services: VND 300 million (~USD 12,000)
- Security services: VND 2 billion (~USD 80,000)
- Finance/banking/insurance: Vary much higher
The Critical 90-Day Rule
This is the most important charter capital rule for foreign investors:
After your ERC is issued, you have 90 days to contribute 100% of the declared charter capital.
Failure to contribute charter capital within 90 days is a violation of Vietnamese Enterprise Law (Law No. 59/2020/QH14) and can result in:
- Administrative penalties (VND 30–50 million / ~USD 1,200–2,000)
- Required charter capital reduction (must amend ERC)
- Risk to IRC validity in some circumstances
Practical advice: Do not declare charter capital higher than you can actually contribute within 90 days. If you want to scale capital later, you can increase charter capital via ERC amendment (takes 3–5 days, costs minimal fees).
Charter Capital vs Total Investment Capital
These are two different figures on your IRC:
- Total investment capital = Everything you will invest (equipment, working capital, etc.)
- Charter capital = The equity commitment of owners
Example: Total investment capital = USD 2,000,000 (includes bank loans, reinvested profits). Charter capital = USD 500,000 (what owners commit as equity).
Mandatory Office Lease What You Need & What It Costs
Why an Office Is Mandatory Before IRC
Vietnam requires a confirmed registered office address before the DPI will process your IRC application. Unlike some jurisdictions where a virtual address suffices, Vietnam requires:
- A valid lease agreement for a commercial address
- The address must be a real physical location (not a P.O. box or residential address in most cases)
- The lease must be in the company’s name (or the legal representative’s name for the pre-incorporation period)
This means you need to lease before you register a chicken-and-egg situation that you solve by having the lease agreement in the investor’s name and then novating to the company post-incorporation.
Office Cost Comparison by Location
Ho Chi Minh City (HCMC)
| Grade/Area | Monthly Cost (USD/sqm) | Typical Min. Space | Monthly Total |
|---|---|---|---|
| Grade A CBD (District 1) | $35–55/sqm | 50–100 sqm | $1,750–$5,500 |
| Grade B (Districts 3, 4, 7) | $15–25/sqm | 30–50 sqm | $450–$1,250 |
| Serviced office (hot desk) | $150–250/desk | 1 desk | $150–250 |
| Shared/co-working | $100–200/desk | 1 desk | $100–200 |
Hanoi
| Grade/Area | Monthly Cost | Notes |
|---|---|---|
| Grade A CBD (Hoàn Kiếm, Ba Đình) | $30–50/sqm | |
| Grade B (Cầu Giấy, Long Biên) | $12–20/sqm | Popular tech hub area |
| Serviced office | $120–220/desk |
Industrial Zones (see Section 8 for detail)
| Province | Factory/Warehouse (USD/sqm/month) | Ready-built factory |
|---|---|---|
| Bình Dương | $3–5/sqm | Available from $4/sqm |
| Đồng Nai | $3–4.5/sqm | Available |
| Hải Phòng | $3.5–5/sqm | Deep-sea port access |
| Long An | $2.5–4/sqm | Growing corridor |
For most SME foreign-invested companies, the practical solution is a serviced office or co-working membership for the first 6–12 months. Cost: USD 150–300/month. This satisfies the DPI requirement and keeps costs low while the business develops.
Labour Costs & the 21.5% Social Insurance Obligation
Base Wages
Vietnam’s regional minimum wages (effective July 2024, reviewed annually) by region:
| Region | Monthly Minimum Wage (VND) | Approx USD |
|---|---|---|
| Region I (HCMC, Hanoi urban) | VND 4,960,000 | ~$198 |
| Region II (Provincial cities) | VND 4,410,000 | ~$176 |
| Region III (Smaller provinces) | VND 3,860,000 | ~$154 |
| Region IV (Remote areas) | VND 3,450,000 | ~$138 |
Market wages for skilled workers (manufacturing, 2026 estimates):
| Role | Monthly Wage (USD) |
|---|---|
| Unskilled factory worker | $250–350 |
| Skilled technician | $400–700 |
| Line supervisor | $500–900 |
| Junior engineer | $600–1,000 |
| Experienced engineer | $1,000–2,000 |
| Mid-level manager | $1,500–3,000 |
| Senior manager / Director | $3,000–8,000+ |
The 21.5% Employer Social Insurance Obligation
This is one of the most significant labour costs for foreign employers:
Employer contributions (% of employee’s salary, capped at 20x minimum wage):
| Fund | Employer Rate |
|---|---|
| Social Insurance | 17.5% |
| Health Insurance | 3.0% |
| Unemployment Insurance | 1.0% |
| Total Employer | 21.5% |
Employee contributions (deducted from salary):
| Fund | Employee Rate |
|---|---|
| Social Insurance | 8.0% |
| Health Insurance | 1.5% |
| Unemployment Insurance | 1.0% |
| Total Employee | 10.5% |
Example: Employee earning VND 15,000,000/month (~$600)
- Employer pays: $600 + 21.5% = $600 + $129 = $729 total cost to company
- Employee receives: $600 – 10.5% = $600 – $63 = $537 net
The social insurance cap applies at 20x regional minimum wage for most funds (except unemployment insurance which caps at 20x minimum wage separately). For highly-paid employees, this cap is a relief.
Trade Union Fee
If your company has a trade union (mandatory when employees request it, and practically common in manufacturing), you pay an additional 2% of total salary fund to the trade union. Employees also contribute 1%.
Annual Audit & Accounting Costs
Annual Audit (Mandatory for FIEs)
All foreign-invested enterprises (FIEs) in Vietnam are required by law to have their annual financial statements audited by a licensed audit firm. This is non-negotiable.
Audit costs depend on company size, complexity, and auditor tier:
| Company Type | Big 4 (Deloitte/PwC/KPMG/EY) | Mid-tier (Grant Thornton/Mazars) | Local Firm |
|---|---|---|---|
| Small FIE (<$500K revenue) | $8,000–15,000 | $3,000–6,000 | $1,500–3,000 |
| Medium FIE ($500K–5M revenue) | $15,000–30,000 | $5,000–12,000 | $2,500–5,000 |
| Large FIE (>$5M revenue) | $30,000–80,000+ | $12,000–25,000 | N/A (not qualified) |
For most startup-stage FIEs, a local licensed audit firm charging $1,500–3,000/year is entirely adequate and legally valid.
Audit deadline: Audited financials must be submitted to the tax authority within 90 days of year-end (i.e., by March 31 for December year-end companies).
Accounting/Bookkeeping
Vietnamese accounting follows Vietnamese Accounting Standards (VAS) not IFRS or Indian GAAP. You must maintain accounting records in VND and in Vietnamese language (bilingual records are allowed).
Options:
- In-house accountant: $800–1,500/month salary + 21.5% SI = ~$970–1,800/month
- Outsourced accounting firm: $300–600/month for basic bookkeeping; $600–1,200/month for full service including tax filings
- Big 4 outsourced accounting: $1,500–3,000+/month
For most small-medium FIEs, outsourced accounting at $300–600/month is cost-effective and reduces compliance risk.
Tax Registration & Ongoing Tax Compliance Costs
Tax Registration (Free)
After ERC, you register for a Tax Identification Number (TIN) with the local Tax Department. No fee. Timeline: 3–5 working days.
Annual Business Licence Tax (Môn Bài)
| Charter Capital | Annual Fee |
|---|---|
| Over VND 10 billion (~$400,000) | VND 3,000,000 (~$120) |
| VND 10 billion or less | VND 2,000,000 (~$80) |
| Branch / representative office | VND 1,000,000 (~$40) |
Due: January 30 each year (first year: within 30 days of ERC).
VAT
Standard VAT rate in Vietnam: 10% (0% for exports). Monthly or quarterly VAT returns depending on turnover. Refunds available for exporters (but refund process takes 30–90 days).
VAT registration: Automatic upon TIN registration.
CIT (Corporate Income Tax)
- Standard rate: 20%
- Quarterly provisional CIT payments required (25% of estimated annual CIT)
- Annual CIT finalisation return: due March 31 (for December year-end)
Transfer Pricing Documentation
If your company has related-party transactions (e.g., buying from or selling to your Indian parent), you need annual transfer pricing documentation under Decree 132/2020. Cost: $500–2,000/year from a local TP specialist, depending on complexity.
Business Licenses & Sub-Licenses
Certain business activities require additional licenses beyond the IRC/ERC:
| Sector | License Required | Approx Cost & Timeline |
|---|---|---|
| Food & beverage | Food safety license | VND 500K–2M / 2–4 weeks |
| Import-export | Customs code registration | Free / 1 week |
| Manufacturing | Environmental impact assessment (EIA) | $500–5,000 / 1–3 months |
| Education | Education operating license | Complex / varies |
| Healthcare | Ministry of Health license | Complex / varies |
| Labour supply | Labour supply license | VND 5M / 30 days |
| Retail (>500sqm) | Retail license | Complex / 60+ days |
For pure trading or service companies: typically no additional license beyond IRC/ERC. For manufacturing: EIA and fire safety certificate are the key additional requirements.
Industrial Zone vs City Office Cost Comparison
The location choice significantly impacts your total cost structure:
| Cost Factor | HCMC/Hanoi Office | Industrial Zone (e.g., Bình Dương) |
|---|---|---|
| Office/factory rent | $450–5,500/month | $3–5/sqm/month factory |
| Labour wages | +10–20% premium | At regional minimum |
| Commute for workers | Metro/bus accessible | Company bus required (cost: $500–2,000/month) |
| CIT rate | Standard 20% | Often 17% or 10% in zones |
| Utilities | City rates | Industrial rates (often cheaper per unit) |
| Customs access | Via port | Direct zone-to-port (often faster) |
| Regulatory environment | Multiple city agencies | One-stop service in many zones |
For manufacturing: Industrial zones win on cost, customs efficiency, and CIT incentives. For services/trading: City office wins on talent access, client meetings, and flexibility.
Vietnam vs Thailand: Cost Comparison
| Factor | Vietnam | Thailand |
|---|---|---|
| Company formation (govt fees) | ~USD 150–350 | ~USD 300–600 |
| Min. foreign capital requirement | None (most sectors) | 2M THB (~USD 56,000) for FBL |
| Labour (unskilled, USD/month) | $250–350 | $350–450 |
| Employer social insurance | 21.5% | ~5% (Social Security) + 3% provident |
| CIT rate | 20% (standard) | 20% |
| CIT incentives | Extensive (10% for hi-tech) | BOI: 3–8 year exemption |
| Office rent (Grade B, major city) | $15–25/sqm | $18–30/sqm |
| Annual audit (small company) | $1,500–3,000 | $2,000–5,000 |
| Language barrier | High (Vietnamese) | Medium (Thai) |
| English proficiency | Moderate (improving) | Higher |
| CPTPP membership | Yes | No (applied) |
| EVFTA | Yes | No |
Bottom line: Vietnam is cheaper on labour and has far better trade agreements for manufacturing exporters. Thailand has a lower total social insurance burden and slightly better English proficiency in business settings.
Total Cost Estimator Year 1 & Year 2+
Scenario A: Small Services Company (HCMC, 3 employees)
| Cost Item | Year 1 (USD) |
|---|---|
| Government fees (IRC + ERC + stamp) | 250 |
| Charter capital (contributed) | 20,000 |
| Office lease (serviced, 12 months) | 2,400 |
| Accounting/bookkeeping (outsourced) | 4,800 |
| Annual audit | 2,000 |
| Business licence tax | 80 |
| Labour (3 staff × $600/month × 12) | 21,600 |
| Employer social insurance (21.5%) | 4,644 |
| Tax compliance (VAT/CIT filings) | 1,200 |
| Miscellaneous (visa, permits, etc.) | 2,000 |
| Total Year 1 Operating Cost | ~$58,974 |
| Less: Charter capital (your asset, not expense) | (20,000) |
| Cash operating cost Year 1 | ~$38,974 |
Year 2+ (same headcount, no setup costs): ~$36,000–40,000/year
Scenario B: Small Manufacturing Unit (Industrial Zone, 20 workers)
| Cost Item | Year 1 (USD) |
|---|---|
| Government fees | 300 |
| Charter capital | 150,000 |
| Factory lease (500sqm × $4 × 12) | 24,000 |
| Equipment/fit-out | 80,000 |
| Labour (20 workers × $300 × 12) | 72,000 |
| Employer social insurance (21.5%) | 15,480 |
| Management (3 staff × $1,500 × 12) | 54,000 |
| Accounting + audit | 5,000 |
| Business licence + other compliance | 2,000 |
| Utilities, transport, misc. | 15,000 |
| Total Year 1 Cash Outflow | ~$417,780 |
| Less: Charter capital (asset) | (150,000) |
| Net operating expense Year 1 | ~$267,780 |
FAQs
Q: Can I start with minimal charter capital and increase later? A: Yes. You can start with a small charter capital (e.g., USD 10,000) and increase via ERC amendment later. Increasing charter capital requires a DPI filing and typically takes 3–5 days.
Q: Is there any annual fee to maintain the company if we make no revenue? A: Yes annual business licence tax (USD 80–120), annual audit (~$1,500–2,000 minimum), and accounting fees are unavoidable regardless of revenue.
Q: Does social insurance apply to foreign employees? A: Yes, since January 2018, foreign employees with Vietnamese work permits are subject to social insurance contributions. Same rates apply.
Q: Can I use a virtual office to satisfy the registered address requirement? A: Some virtual office providers offer compliant registered addresses for DPI purposes. However, the address must be a genuine commercial location DPI inspectors do visit. Use a reputable provider that is experienced with FIE registrations.
Q: Are there any hidden costs I should be aware of? A: The most common surprise costs are: (1) the EIA requirement for manufacturing companies (can add $2,000–10,000 and 2–3 months); (2) fire safety certificate for factory/office; (3) customs registration and import/export procedures for traders; (4) work permit costs for foreign staff ($150–300 per permit + supporting document costs).
Conclusion
Vietnam’s direct government fees for company registration are genuinely minimal under $400 in most cases. The real costs lie in charter capital (your investment, not lost), mandatory office lease, social insurance obligations (21.5% employer), and annual audit/accounting.
For a lean services company, you can be operational with $40,000–60,000 in Year 1 total investment. For manufacturing, budget $300,000–500,000+ depending on scale.
The cost structure is transparent, predictable, and especially when set against Vietnam’s labour cost advantage, trade agreement access, and CIT incentives highly competitive for the right business model.
nting advisors.