How to Register a Company in Vietnam from India (2026): LLC vs JSC, IRC/ERC and Step by Step

Here is how to register a company in Vietnam from India: choose an LLC (usually single-member), secure a registered office and a legal representative who lives in Vietnam, then obtain the IRC and ERC from the provincial Department of Finance, open a DICA and pay in your charter capital within 90 days. On the India side, report the ODI on Form FC through your AD bank. Expect 6–10 weeks.

Vietnam is now a serious option for Indian entrepreneurs and investors, combining a young, fast-growing 100-million-person consumer market, competitive manufacturing costs, good export links and generous tax incentives for priority sectors. Whether you are setting up a technology subsidiary, a manufacturing unit, a trading company, or a services business, Vietnam allows 100% foreign ownership in most sectors and the registration process, while multi-step, can be completed without being physically present in Vietnam.

This guide covers every step of registering a company in Vietnam as an Indian national or Indian corporate entity in 2026: choosing between an LLC and a JSC, obtaining your Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) from the provincial Department of Finance (formerly the Department of Planning and Investment, DPI), working through the negative list system, and deciding between an industrial zone and a commercial office location.

Why Vietnam for Indian Entrepreneurs 2026 Overview

Vietnam’s appeal to Indian businesses has accelerated dramatically over the past three years, driven by several converging factors:

• China+1 Supply Chain Diversification: Indian manufacturers and exporters looking for a Southeast Asian production base have found Vietnam’s industrial infrastructure, port connectivity, and trade agreements including the ASEAN Free Trade Area (AFTA), CPTPP, and UKVFTA make it an ideal regional manufacturing hub.
  
• Technology Sector Growth: Vietnam’s government has made digital transformation and semiconductor manufacturing national priorities, backed by the new CIT Law (October 2025) which introduced expanded preferential rates for AI, digital content, and semiconductor sectors directly relevant to Indian IT and tech companies.
  
• India-Vietnam Strategic Partnership: The Comprehensive Strategic Partnership signed in 2016 and deepened in subsequent years has strengthened bilateral trade infrastructure, reducing regulatory friction for Indian investors.
  
• India-Vietnam DTAA: The Double Taxation Avoidance Agreement caps withholding taxes on dividends, interest, and royalties at 10%, and Vietnam levies no withholding at all on dividends paid to a foreign company.
  
• Young Workforce: Vietnam has a median age of 31 and a literacy rate above 95%, with a rapidly growing English-speaking tech workforce, particularly in Hanoi and Ho Chi Minh City.
  
• Political Stability: Vietnam’s one-party political system provides regulatory continuity while occasionally slow to reform, it rarely reverses course, making long-term investment planning more predictable than in many neighbouring markets.

Entity Types LLC vs JSC vs Representative Office

Vietnamese law, governed by the Law on Enterprises 2020 and the Law on Investment 2025 (in force from 1 March 2026), recognises several forms of business entity available to foreign investors. The three most relevant for Indian entrepreneurs are:

2.1 Limited Liability Company (LLC / TNHH)

The Công ty Trách nhiệm Hữu hạn (TNHH) is Vietnam’s equivalent of India’s Private Limited Company a separate legal entity with limited liability for members. It is the most popular structure for foreign investors.

Two sub-types exist:

• Single-member LLC (TNHH Một Thành Viên): Owned by one individual or one organisation. The owner has full control but cannot issue shares. This is the default choice for 100% foreign-owned subsidiaries of Indian companies.
  
• Multi-member LLC (TNHH Hai Thành Viên Trở Lên): Owned by 2–50 members. Members cannot freely transfer their capital contribution to third parties without offering right of first refusal to existing members similar to Spain’s SL. Suitable for joint ventures with Vietnamese partners.

Key Features:

• No minimum charter capital requirement (sector-specific minimums may apply)
  
• Cannot issue shares or list on a stock exchange
  
• Managed by a Director General (or Board of Members for multi-member LLCs)
  
• Profits can be freely repatriated to India after tax and fulfilment of financial obligations
  
• Maximum 50 members

2.2 Joint Stock Company (JSC / CTCP)

The Công ty Cổ phần (CTCP) is Vietnam’s equivalent of a public or private limited company with share capital. It is more complex to establish but offers greater flexibility for growth, equity raising, and eventual listing.

Key Features:

• Minimum 3 shareholders (no maximum)
  
• Capital divided into shares freely transferable (subject to lock-up periods for founding shareholders: 3 years)
  
• Can issue bonds and list on Vietnam’s stock exchanges (HoSE or HNX)
  
• Governance: General Meeting of Shareholders + Board of Directors + Board of Supervisors (or Audit Committee)
  
• More complex compliance structure than LLC
  
• Preferred structure for companies planning to raise venture capital, bring in Vietnamese co-investors, or list within 5–10 years

LLC vs JSC Decision Summary

For most Indian entrepreneurs registering their first Vietnam entity, the Single-Member LLC is the right starting point. A JSC makes sense once you plan to bring in several investors or raise equity.

Foreign Ownership Rules & the Negative List

Vietnam operates a negative list system for foreign investment meaning foreign investors are permitted to operate in all business sectors except those explicitly restricted or conditionally permitted under the investment law and the market access negative list in its implementing decree.

Three Categories of Foreign Investment Treatment

• Sectors prohibited to foreign investors (Annex I): Includes narcotics, wildlife trafficking, human trafficking, fireworks, debt collection services, and a small number of security-sensitive activities. Full prohibition no foreign participation allowed.
  
• Sectors with conditional access (Annex II): Foreign investors may participate but subject to conditions ownership caps, licensing requirements, local partner requirements, or government approval. Includes banking, insurance, telecommunications, media, education, healthcare, real estate, and certain retail activities. This is the critical list for Indian investors to review for their specific sector.
  
• All other sectors: 100% foreign ownership permitted. No conditions beyond standard registration. This covers manufacturing, technology, software, IT services, logistics, most professional services, food and beverage, and most consumer businesses.

Key Conditional Sectors Affecting Indian Investors

Practical advice: Before beginning registration, conduct a formal sector review against the current market access negative list. The National Investment Portal, now run under the Ministry of Finance (which absorbed the former Ministry of Planning and Investment), helps with sector screening. Your Vietnamese legal counsel can issue a formal market access opinion letter.

IRC vs ERC What They Are and Why Both Matter

Foreign investors in Vietnam must obtain two distinct certificates before they can operate a common source of confusion for first-time investors:

Investment Registration Certificate (IRC)

The IRC (Giấy chứng nhận đăng ký đầu tư) is issued by the provincial Department of Finance (formerly the Department of Planning and Investment, DPI) or the Management Board of the relevant industrial/economic zone. It is the government’s approval of your investment project confirming that your proposed business activity is permitted for foreign investment.

• Required for: All foreign-invested enterprises (FIEs) in Vietnam
  
• Issued by: Provincial Department of Finance (for projects outside industrial zones) or the Industrial Zone Management Board (for projects inside zones)
  
• Content: Investor name, investment capital amount, investment objectives, implementation location, project duration, and applicable incentives
  
• Project duration: Typically 50 years (extendable), or the term of the land lease if in an industrial zone
  
• Processing time: 15 working days (standard); up to 35 working days for conditional sectors

Enterprise Registration Certificate (ERC)

The ERC (Giấy chứng nhận đăng ký doanh nghiệp) is issued by the Business Registration Office of the provincial Department of Finance, usually after the IRC is obtained. It is Vietnam’s equivalent of a Certificate of Incorporation confirming the legal existence of the company as an enterprise.

• Required for: All companies (both domestic and foreign-invested)
  
• Issued by: Business Registration Office of the Department of Finance in the province where the company is registered
  
• Content: Company name, registered address, charter capital, list of legal representatives, and business registration number (the Vietnamese equivalent of CIN)
  
• Processing time: 3 working days after IRC issuance (for standard sectors)

Sequence: IRC First, Then ERC

For foreign-invested enterprises, the usual sequence is IRC → ERC. Since 1 March 2026, under the Law on Investment 2025, eligible investors can form the company first and complete the IRC afterwards (for conditional business lines, from 1 July 2026). Most other jurisdictions issue a single registration document, so budget extra time for this two-step system.

Step-by-Step Registration Process

Step 1 Appoint a Vietnamese Legal Representative & Virtual Office

Every Vietnamese company must have:

• A Legal Representative (Người đại diện theo pháp luật) who is physically present in Vietnam and responsible for signing legal documents. At least one legal representative must reside in Vietnam. This can be a Vietnamese national or a foreigner with a valid work permit or work permit exemption. If you are not relocating to Vietnam, you must appoint a trusted Vietnamese nominee or your firm’s designated manager.
  
• A Registered Address in Vietnam. This must be a real physical address (virtual office addresses at business centres are acceptable). The address determines which provincial Department of Finance issues your certificates.

Step 2 Prepare Investment Project Proposal Documents

For the IRC application, you must prepare:

• Written request for investment registration (Form A.I.1 per Decree 31/2021)
  
• Copy of investor’s passport or Certificate of Incorporation (for Indian corporate investors apostilled and notarised Vietnamese translation)
  
• Investment project proposal covering: objectives, scale, investment capital (total + charter capital), implementation plan, and location
  
• Financial capacity evidence: audited financial statements for the past 2 years (for corporate investors) or bank statement showing funds (for individuals)
  
• Office lease agreement or land use right certificate for the registered address
  
• For conditional sectors: additional sector-specific documents (e.g., professional qualifications, technology transfer agreements)

Key document requirement for Indian corporate investors: Your Indian company’s Certificate of Incorporation, Memorandum of Association, and Board Resolution authorising the Vietnam investment must each be: (1) apostilled by the MEA in India, which Vietnam accepts in place of consular legalisation since the Apostille Convention entered into force for it on 11 September 2026, (2) professionally translated into Vietnamese, and (3) the translation notarised.

Step 3: Submit the IRC Application

Submit the IRC application to the relevant authority:

• Provincial Department of Finance (formerly the DPI, Sở Kế hoạch và Đầu tư): For projects in commercial offices, outside special economic zones or industrial zones
  
• Industrial Zone / Export Processing Zone Management Board: For projects within designated industrial zones (note: as of the new CIT Law October 2025, locating in an industrial zone no longer automatically grants preferential tax treatment; see our Vietnam corporate tax guide)
  
• Ministry of Finance (formerly MPI), Prime Minister or National Assembly: For mega-projects above USD 600 million or in sensitive sectors

Applications are submitted via the National Information System on Investment (INIS) portal or in person at the provincial Department of Finance. Most provinces now accept online submission for standard sectors.

Processing time: 15 working days for standard cases; up to 35 working days for conditional sectors. The licensing office may request supplemental documents within this window, which pauses the clock.

Step 4 Receive IRC and Open a Direct Investment Capital Account (DICA)

Upon IRC issuance, you must open a Direct Investment Capital Account (DICA) (tài khoản vốn đầu tư trực tiếp) at a licensed bank in Vietnam. This is a mandatory foreign currency account through which all capital contributions from overseas must flow. The State Bank of Vietnam (SBV) requires all FDI capital inflows and profit repatriation to pass through this account.

Banks commonly used by Indian investors for DICA opening include: HSBC Vietnam, Standard Chartered Vietnam, Bank of India (Ho Chi Minh City branch), and the major Vietnamese state banks (Vietcombank, BIDV, VietinBank).

Step 5 Apply for the Enterprise Registration Certificate (ERC)

With the IRC in hand, apply to the Business Registration Office of the provincial Department of Finance for the ERC. Required documents:

• Application form for enterprise registration
  
• Company charter (Articles of Association) must comply with the Law on Enterprises 2020
  
• List of members/shareholders (for LLC: member list; for JSC: founding shareholder list)
  
• Copies of IRC
  
• Identification documents of Legal Representative
  
• Power of Attorney if filed by a representative

Processing time: 3 working days from submission. The ERC is issued with a unique Enterprise Registration Number (ERN) Vietnam’s equivalent of CIN which is also used as the company’s tax code.

Step 6: Post-ERC Registrations

Immediately after receiving the ERC:

• Tax registration: The ERN automatically becomes the tax identification number. Register with the provincial Tax Department for VAT, CIT, and withholding tax within 10 days of ERC issuance (using Form 01-ĐK-TCT).
  
• Company seal: Design and register the company seal. Under current law, companies are no longer required to use a physical seal for most documents, but a seal is still practically necessary for contracts, bank forms, and dealings with authorities.
  
• Open an operating bank account: Separate from the DICA a VND-denominated operating account for day-to-day transactions.
  
• Publish enterprise information: Within 30 days of ERC issuance, the company must publish its registration details on the National Business Registration Portal (dangkykinhdoanh.gov.vn).
  
• Labour registration: Report to the provincial labour authority (formerly DoLISA) within 30 days of hiring the first employee.

Step 7 Contribute Charter Capital Within 90 Days

See the charter capital section below for the 90-day contribution rule.

Charter Capital The 90-Day Contribution Rule

Foreign investors often misunderstand charter capital (vốn điều lệ), and getting it wrong in Vietnam carries legal and financial penalties, so settle the amount before you file.

What Is Charter Capital?

Charter capital is the total capital committed by all members/shareholders to the company, as stated in the company charter and ERC. It is distinct from total investment capital (which may include borrowed funds). There is no universal minimum charter capital requirement under Vietnamese law except in specific regulated sectors:

• Banking: VND 3,000 billion (approximately USD 120 million)
  
• Insurance: VND 600–1,000 billion depending on type
  
• Securities trading: VND 10–165 billion depending on licence type
  
• Real estate: equity requirements set per project under the current real estate business law (check before you register)
  
• Labour supply (staffing agencies): VND 2 billion
  
• Most other sectors: No minimum common practice is VND 1–10 billion (approximately USD 40,000–400,000)

The 90-Day Rule Critical for Foreign Investors

Under Article 47 of the Law on Enterprises 2020, all members/shareholders must contribute their committed charter capital in full within 90 days of the ERC issuance date. This is not optional and not extendable without formal charter amendment procedures.

What happens if you miss the 90-day window?

• The charter capital stated in the ERC must be reduced to match the actually contributed amount
  
• The company must file an ERC amendment within 30 days after the 90-day deadline
  
• Failing to file the amendment constitutes a legal violation subject to administrative penalties
  
• Members who fail to contribute their committed capital remain personally liable for the company’s obligations up to the
  amount of their uncontributed commitment
  
• For foreign investors, the 90-day clock still runs from the ERC date, not from when the DICA is opened, so open the DICA and arrange the ODI remittance from India straight away

Practical Guidance on Charter Capital Amount

Setting charter capital at the right level is a strategic decision:

• Too low: May signal insufficient capitalisation to Vietnamese counterparties, banks, and government authorities. May also limit the company’s ability to sign large contracts or obtain licences.
  
• Too high: Charter capital used to set the business licence tax band, but that tax was abolished from 1 January 2026. More importantly, you must wire the full amount from India within 90 days which requires RBI compliance in India (overseas direct investment under FEMA).
  
• Recommended range for most Indian-owned Vietnam subsidiaries: USD 50,000–300,000 (VND 1.2–7.5 billion), sufficient for operational credibility while manageable for the 90-day contribution requirement.

India FEMA Compliance for Charter Capital Contribution

When an Indian company invests in Vietnam as a foreign investor, the capital contribution must comply with India’s FEMA (Foreign Exchange Management Act) rules on Overseas Direct Investment (ODI):

• Automatic Route: Indian companies can invest up to 400% of their net worth in overseas ventures under the automatic route (no RBI approval required; report on Form FC with a UIN through your AD Category-I bank before you remit)
  
• Approval Route: Investment exceeding 400% of net worth requires RBI approval
  
• Individual Indian investors: ODI within the Liberalised Remittance Scheme (LRS) limit of USD 250,000 per financial year
• Annual filings: the Annual Performance Report (APR) by 31 December each year, plus the FLA return to RBI by 15 July when the investor is an Indian company or LLP

Industrial Zone vs Commercial Office Which Is Right for You?

One of the most strategically significant decisions for Indian investors in Vietnam is where to locate your business. Vietnam has approximately 400 active industrial zones (IZs), export processing zones (EPZs), and high-tech parks across the country. The choice between an industrial zone and a commercial office in a major city has major implications for your regulatory treatment, tax position, and operational costs.

Industrial Zones (IZ / KCN)

Industrial zones are designated areas for manufacturing and industrial activities, managed by provincial IZ Management Boards (Ban Quản lý KCN). They offer dedicated infrastructure factories, utilities, waste treatment, customs facilities but are typically located 30–60 minutes outside major city centres.

Advantages of Industrial Zones:

• Simpler registration: IRC issued by the IZ Management Board (typically faster than provincial DPI)
  
• Dedicated industrial infrastructure: power, water, waste treatment, roads
  
• Import/export facilitation: on-site or nearby customs clearance
  
• Proximity to logistics hubs and ports (many IZs are near major ports)
  
• Some IZs offer pre-built factory shells (nhà xưởng xây sẵn) that can be leased quickly

Critical 2025 Change Industrial Zones NO LONGER Automatically Incentivised: Under the new CIT Law effective October 2025, locating in an ordinary industrial zone no longer automatically qualifies a company for preferential CIT rates or tax holidays. Previously, a project in an industrial zone qualified for a location-based tax holiday (2 years exempt and 4 years at 50%). That location incentive has been removed for new projects in standard IZs. Only companies in specially designated economic zones, high-tech parks, and specific priority sectors now qualify for the full incentive package. See our Vietnam corporate tax guide for the full breakdown of the new CIT incentive rules.

Commercial Office Locations (Hanoi, HCMC, Da Nang)

For services companies, technology businesses, trading companies, and regional headquarters, a commercial office in a major city centre is typically the right choice.

Advantages of Commercial Office:

• Access to talent: Most of Vietnam’s English-speaking graduates, tech workers and professionals are concentrated in HCMC and Hanoi city centres
  
• Client proximity: Most major Vietnamese corporations, banks, and government procurement offices are city-based
  
• Flexibility: Office leases are typically 2–5 years with more flexibility than long-term IZ land leases (typically 50 years)
  
• Lower entry cost: Grade B serviced offices in HCMC start at USD 15–25/sqm/month vs IZ land leases of USD 80–200/sqm for the full lease term
  
• Tax incentives: Under the new CIT Law, technology companies in commercial offices can still access incentives if they qualify by sector (software, AI, digital content) location is no longer the primary incentive trigger for tech businesses

Location Decision Matrix

Representative Office The Lower-Commitment Alternative

For Indian companies not yet ready for full company registration, the Representative Office (RO) (Văn phòng đại diện) offers a lower-cost, lower-commitment market entry option.

What a Representative Office Can Do

• Market research and business development activities
  
• Liaison between the Indian parent company and Vietnamese customers/partners
  
• Promoting the parent company’s products and services
  
• Signing contracts on behalf of the parent (with explicit authorisation)

What a Representative Office Cannot Do

• Cannot generate revenue in Vietnam directly
  
• Cannot issue invoices or collect payment
  
• Cannot sign procurement contracts in its own name for commercial activities
  
• Cannot hire staff directly on Vietnamese employment contracts (must use a licensed third-party HR agency)

RO Registration Process

• Application to the Ministry of Industry and Trade (MOIT) or provincial Department of Industry and Trade
  
• Processing time: 7–10 working days
  
• Licence duration: 5 years (renewable)
  
• Cost: USD 500–1,500 in government fees plus legal costs

A Representative Office is often the right first step for Indian companies doing market research or pilot sales before committing to a full FDI registration. It can later be upgraded to a full LLC without the RO having to be dissolved first.

Costs & Timeline

Note: Timeline assumes no objections from DPI and no conditional sector review. Indian document apostille and translation are on the critical path start these before engaging Vietnamese counsel to save 2–3 weeks.

Post-Registration Essentials

After receiving your ERC, the following must be completed before your Vietnam LLC can fully operate:

• Contribute charter capital (90-day deadline): Wire funds from India to the DICA, after reporting the ODI on Form FC through your AD Category-I bank and receiving the UIN.
  
• Obtain sector-specific sub-licences: Depending on your business activity, additional licences may be required trading licence (for import/export), food safety certificates, professional service licences, etc.
  
• Register for e-invoicing: Vietnam mandates electronic invoicing for all businesses. Register with a licensed e-invoice provider (VNPT, Viettel, or approved third parties) before issuing any invoice.
  
• Set up payroll and social insurance: Register employees with Vietnam Social Security (VSS) within 30 days of first hire. Employer social insurance contributions are approximately 21.5% of salary; employee contributions approximately 10.5%.
  
• Accounting system: Adopt the Vietnamese Accounting Standards (VAS) chart of accounts. All accounting records must be maintained in Vietnamese and in VND (dual-currency records are permitted). Appoint a Chief Accountant (Kế toán trưởng) a legally required position for most companies.
  
• Business licence tax: No longer payable. Vietnam abolished the annual Môn Bài fee from 1 January 2026, so new companies have no licence tax declaration to file.

Common Mistakes Indian Investors Make

• Underestimating document preparation time from India: Apostilling company documents in India takes 2–4 weeks minimum. This is consistently the longest step and delays the entire process. Start document preparation before engaging Vietnamese counsel.
  
• Setting charter capital too low to satisfy banks: Charter capital of USD 10,000–20,000 may satisfy legal minimums but will prevent you from opening corporate bank accounts at international banks and will hinder large contract signings. Budget for at least USD 50,000.
  
• Missing the 90-day charter capital contribution deadline: Many Indian investors are unaware of this hard legal deadline. Wire funds immediately upon DICA opening do not wait until month 3.
  
• Assuming industrial zones still offer automatic tax incentives: As of the new CIT Law (October 2025), this is no longer the case. Tax incentive eligibility is now sector-based, not location-based for standard IZs. Review our Vietnam corporate tax guide before choosing your location.
  
• Not accounting for FEMA/ODI compliance in India: The capital contribution to Vietnam must comply with India’s FEMA regulations. Report on Form FC through your AD bank before wiring funds. Remitting without it is a FEMA contravention regardless of whether the Vietnam-side registration is complete.
  
• Using the Legal Representative’s personal address as registered office: This is a common workaround that creates practical complications use a legitimate serviced office address from day one.
  
• Ignoring e-invoicing registration: Vietnam’s mandatory e-invoicing system has strict registration requirements. Operating without a registered e-invoice system from day one creates VAT and audit complications that are difficult to remedy retroactively.

Conclusion

Registering a company in Vietnam as an Indian investor involves more steps than most other markets but the process is well defined, can be done remotely and is manageable with the right Vietnamese legal partner. The key decisions are: LLC vs JSC (LLC wins for most first-time investors), IRC before ERC (always in sequence), charter capital (set it right and contribute it on time), and location strategy (industrial zone vs commercial office, which matters more since the 2025 CIT Law changes).

Vietnam in 2026 remains one of Asia’s most compelling destinations for Indian FDI and the window for early-mover advantage in sectors like semiconductor supply chains, digital services, and advanced manufacturing is genuinely open right now.

Next Step: Read our Vietnam corporate tax guide to understand the full tax picture before committing to your Vietnam structure.

Frequently asked questions