starting your own company is an exciting milestone, but it also comes with a lot of administrative hurdles.

many aspiring entrepreneurs feel overwhelmed by the legal and technical steps required to get their business off the ground.

however, if you break it down into a clear checklist, the process becomes much more manageable.

example: if you want to open a designer clothing store, the legal steps will be slightly different than opening a software consultancy for international partners. defining this clearly from the start will save you a lot of time.

define your business model

the first thing you need to do is define the specific business model of your company.

common models include retail (B2C), wholesale (B2B), franchising, e-commerce, or service provision.

additionally, you can combine multiple models to optimize revenue and profit.

choose the entity type

in many cases, a one-member limited liability company (single-member LLC) is the safest and most flexible choice for solo founders.

other options include multi-member LLCs, joint-stock companies, sole proprietorships, or household businesses.

important notes:

  • charter capital: you need to determine an appropriate charter capital amount. according to the law on enterprises 2020, you have 90 days from the date of receiving your business registration certificate to fully contribute the registered capital.
  • example: if you register a charter capital of 1 billion VND, you have 3 months to transfer the full 1 billion into the company's bank account. if you fail to do so, you must perform a capital reduction procedure.

what are your business lines?

you should identify your business lines to ensure your business operates within the legal framework.

business lines are defined by the vietnam standard industrial classification (vsic). you can register an unlimited number of business lines, as long as they are not prohibited by law.

example: a tech company might register:

  • 6201: computer programming (main line)
  • 6202: computer consultancy and system management
  • 4741: retail sale of computers, peripheral units, software in specialized stores

note on conditional business lines: some industries require "sub-licenses" or minimum legal capital (such as real estate, education, or tourism) before you can officially operate.

company name & headquarters

choosing a company name

next, you must choose a professional company name. the name must include: entity type + proper name.

example: "tnhh" (entity type) + "sáng tạo xanh" (proper name).

avoid names that are identical or confusingly similar to already registered businesses nationwide.

headquarters address

this is the official place of transaction for the company.

  • important: by law, you cannot set your company headquarters in a residential apartment building that is designated only for living. the address must have a clear house number, street name, and ward/commune.

prepare legal documents

you will need to prepare:

  • information of the legal representative(s); if there are multiple members, information of all contributing members.
  • copies of passports or identity cards.
  • registered office address.
  • business registration application form as prescribed by law.
  • power of attorney (if you hire a service or authorize someone else to handle the paperwork).

handling the legalities

once the basic structure is decided, the real paperwork begins. the steps you must take are as follows:

  1. business license registration: submit the application online through the national business registration portal. processing time is usually 3 working days.
  2. public announcement: after receiving the license, you must announce the registration details on the national portal within 30 days.
  3. company seal: businesses now decide the form and quantity of their own seals and no longer need to notify authorities of the seal specimen.
  4. signage: display the company nameplate at the headquarters address so that tax authorities and customers can verify your location.
  5. digital signature (token): mandatory for electronic tax filing and signing electronic documents.
  6. bank account: open a corporate bank account and notify the tax authorities of the account number.
  7. electronic invoices: currently, 100% of businesses must use e-invoices instead of paper ones.
  8. initial tax declaration & license fee:
    • good news: newly established businesses are exempt from the business license fee for their first year of operation.
    • however, you still need to submit the license fee declaration on time.
  9. insurance & labor: register for social insurance and report labor usage if you have employees.

frequently asked questions

  1. why do i need a company seal?

a company is a legal entity, so it needs a seal to confirm the legal validity of documents issued by the company, such as contracts, invoices, and certificates.

  1. what is the business license fee? why do i have to pay it?

the business license fee (lệ phí môn bài) is an annual tax based on the charter capital or revenue of the business.

note: new businesses are exempt for the first year. from the second year onwards, you will pay based on your charter capital (usually 2 million VND/year for capital under 10 billion and 3 million VND/year for capital over 10 billion).

  1. why do i need a separate corporate bank account?

separating personal and business accounts is crucial for legal compliance. according to regulations, transactions valued at 20 million VND or more must be paid through the company's bank account to be considered legitimate expenses for tax purposes.

  1. how long does it take to complete the incorporation?

it usually takes 3 working days to get the business registration certificate. however, to complete all "logistics" such as the seal, bank account, digital signature, and e-invoices, you should plan for 7 - 10 days.

  1. how much capital do i need to open a company?

the law does not specify a minimum capital for common industries (like trade, services, or tech). you can register 10 million, 100 million, or 1 billion VND depending on your needs. however, this figure should reflect your actual financial capacity as it relates to legal liability and future license fee levels.

  1. can i use a virtual office to register my company?

yes, absolutely. this is a popular solution for startups to save costs. as long as the address is real, has staff on duty, and can receive mail/notifications from the tax authorities.

  1. do i need any degrees or certificates to open a company?

for most industries, you do not need a degree. however, for "conditional business lines" such as law, accounting, medicine, or education, the head or key personnel must have corresponding professional certificates or degrees.

  1. what happens if i haven't fully contributed the capital after 90 days?

you must perform a procedure to reduce the charter capital to the actual amount contributed within the next 30 days. failure to do so can result in administrative fines ranging from 20 to 30 million VND.

  1. can one person be the legal representative for multiple companies?

yes. current law does not limit the number of companies an individual can represent (except for specific cases like directors of state-owned companies or those banned from holding positions).