New Business Setup in Vietnam: The A–Z Pathway for Foreign Companies

Setting up a business in Vietnam means working with a lot of different people — a lawyer, an accountant, a bank, a landlord, recruiters, factories, vendors, freight forwarders, and multiple government bodies. No single one of them sees your whole picture. Each is focused on their own piece of the process.

That's the real problem foreign companies run into — not that Vietnam is hard, but that nobody is watching the whole journey on their behalf.

A quick, important clarification before we start: EVOSYST does not provide legal services, does not handle hiring or staffing directly, does not perform tax or accounting work, and does not act as your regulatory representative. What we do is connect you with the right local partners for each of those needs, and stay engaged as your single point of consultation throughout — so you always have one accountable partner coordinating everyone else, and you're never left figuring out who to call next.

Here's what that looks like across the full journey, A to Z.

A: Assess Whether Vietnam Is the Right Fit — and How

Before any paperwork begins, the first decision is strategic: representative office, branch, or wholly foreign-owned enterprise? We help you think through which structure actually fits your business model, and connect you with the legal advisors who can execute on it — so the decision is grounded in an honest, independent read of your situation, not shaped by whoever you happen to meet first.

This is also the stage where honest market validation matters most. Vietnam rewards companies that enter with rigour. The regulatory environment, talent market, and cultural dynamics are more nuanced than most foreign executives anticipate until they are inside them. Our Vietnam Market Entry Advisory service covers this stage in depth — including a free downloadable checklist of every key decision and action across the full entry journey.

B: Build the Right Local Network

Every foreign company eventually needs a lawyer, an accountant, a bank, and often a tax advisor. We connect you with vetted local partners across each of these areas and stay as your ongoing point of contact — so instead of juggling four separate relationships, you have one place to go when something needs attention.

Engaging the right chamber of commerce early also pays dividends. AmCham Vietnam, EuroCham, and the Japan Chamber of Commerce and Industry (JCCI) are active and accessible, and provide both regulatory intelligence and peer networks that are genuinely useful during setup.

C: Confirm Your Business Lines and Licensing Scope

We coordinate with your legal partner to make sure your registered business scope — defined by VSIC codes under Vietnam's Standard Industrial Classification system — actually matches what you plan to do in Vietnam. A mismatch here is one of the most common, and most avoidable, sources of regulatory risk down the line. Conducting activities outside your registered scope is a compliance exposure that is far easier to prevent than to unwind.

D: Define Your Entity Structure and Capital Plan

Entity setup involves capital contribution timelines, a Direct Investment Capital Account, and banking arrangements. The two most common legal forms for foreign investors are a Limited Liability Company (LLC) — suitable for most commercial activities — and a Joint Stock Company (JSC), required if you plan to issue shares or have more than 50 shareholders.

We connect you with the right bank and legal partners for this step and coordinate between them, so your legal advisor, your bank, and your own finance team stay in sync instead of working in three separate directions.

E: Engage Local Legal and Tax Partners — the Right Way

We do not provide legal or tax services ourselves. What we do is help you choose the right legal and tax partners for your specific structure and sector, then stay engaged on the ground coordinating with them — so the process moves faster and you always have someone accountable to you, not just to the transaction.

Vietnam's Investment Registration Certificate (IRC) process typically takes 15 business days for standard applications. The Enterprise Registration Certificate (ERC) follows once the IRC is issued. Depending on your sector, additional sub-licences — for food safety, logistics, financial services, and others — may be required before you can operate.

F: Finalize Registration and Licensing

Entity setup typically takes 4 to 12 weeks end to end. Through this stage, we remain your single point of contact — tracking progress across your legal and tax partners, flagging delays before they become problems, and giving you one clear update instead of three conflicting ones.

This is also the stage where the gap between what looks straightforward on paper and what actually happens on the ground is most pronounced. Having an experienced on-the-ground partner coordinating the process — rather than managing it remotely from headquarters — consistently reduces both timeline and cost.

G: Get Operationally Ready

Office lease, company seal registration, e-invoicing setup, compliant employment contracts — each of these involves a different local specialist. We connect you with the right ones and coordinate the sequence, so nothing falls through the gap between two providers who each assumed the other was handling it.

Vietnam's two primary business hubs are Hanoi (strong for government relations, manufacturing, and B2B services) and Ho Chi Minh City (the commercial capital, stronger for consumer, retail, tech, and financial services). Industrial zone selection for manufacturing operations involves additional considerations around infrastructure, utilities, and streamlined regulatory processes across Vietnam's 400+ designated zones.

H: Set Up Your Management Structure

Before you have a permanent team in place, your business needs a defined management structure. We do not provide staff or place our own people to work inside your operation — we design the structure, define the roles, and connect you with trusted local recruiting firms to run the actual hiring.

Where the process touches labour registration or work permits, we coordinate that alongside your legal and HR partners. Foreign employees working in Vietnam require a work permit issued by the Department of Labour, Invalids and Social Affairs (DOLISA) — processing typically takes 15–20 business days and requires educational credentials, health certificates, and criminal background checks.

The result: your management team is genuinely your own, built through a process we managed on your behalf. Our Management Set Up Consulting service covers this stage in detail for companies that need structured support building their Vietnam leadership layer.

I: Identify and Vet Your Vendors and Suppliers

We connect you with the right vendors and coordinate independent vetting of each one — business registration, financial stability, operational capability, and reputation. We have no financial stake in which vendor you choose, and we remain your point of contact if that relationship ever needs managing.

This independence matters. A vendor recommended by a party with a financial interest in the outcome is a vendor that has not been independently vetted. Our Vendor & Supplier Consulting service is built on this principle — due diligence that is credible precisely because we have no stake in the result.

J: Judge Factory Capacity Honestly

We coordinate certified third-party auditors for quality and compliance reviews rather than performing them ourselves — keeping the results independently credible — and stay engaged as your point of contact for anything the factory relationship needs afterward.

Factory audits that are commissioned by the factory itself, or by a party with a commercial interest in the relationship continuing, are structurally compromised. Independent audit coordination — where the auditor is accountable to you, not to the factory — is the only reliable basis for a sourcing decision.

K: Keep Compliance Continuous, Not Reactive

We coordinate your relationship with licensing bodies and regulatory agencies, working alongside your legal counsel rather than replacing them. You get one consistent point of contact tracking your compliance position, instead of having to monitor multiple agencies and advisors yourself.

Foreign-invested enterprises in Vietnam have ongoing compliance obligations including annual financial statement filing, corporate income tax finalisation, VAT filing (monthly or quarterly), labour and social insurance reporting, and investment project reporting to the Department of Planning and Investment. Missing deadlines attracts penalties. Our Regulatory & Licensing Advisory service keeps this layer managed continuously.

L: Lock Down Your Supply Chain

We connect you with the right customs, freight, and warehousing partners and coordinate their performance against your requirements — we don't move goods ourselves, but we make sure the providers who do are accountable to you.

Vietnam's logistics infrastructure has improved significantly over the past decade, but complexity remains — particularly around customs clearance, import/export licensing, and the coordination between freight forwarders, warehouse operators, and your own production schedule. Our Supply Chain & Logistics Advisory service covers this layer for companies that need structured support.

M: Manage Vendor and Factory Relationships Continuously

Vetting is only the first half. We stay engaged afterward — monitoring performance, flagging issues early, and remaining the one contact you escalate to when a vendor or factory relationship needs attention, rather than you having to manage that relationship alone from a different time zone.

This is where most foreign companies underinvest. The vendor that passed the initial audit is not necessarily the vendor that will perform consistently at scale, under production pressure, or when your order volume drops. Continuous relationship management — not just upfront vetting — is what protects your supply chain over the long term.

N: Navigate Growth Beyond Setup

Getting licensed is a milestone, not a finish line. As your operation grows, we stay on as your consulting partner — coordinating whatever local expertise the next stage requires, so growth doesn't mean starting the "who do I even call" search all over again.

Scaling successfully in Vietnam requires documented, transferable processes before you need them; a leadership pipeline that can manage larger, more complex teams; and capital planning that accounts for the time required to amend your IRC and ERC when registered capital needs to increase.

O: Optimize Your Operating Structure

As headcount grows, informal decisions made during entry need to become structured processes. We advise on the structure and coordinate implementation — connecting you with the right local resources as needed, while staying the constant point of contact across the transition.

This is the stage where the Business & Management Assessment is most valuable — a structured diagnostic that surfaces the gaps between where your operation is and where it needs to be, before those gaps become performance problems. Most founders find the results more specific, and more actionable, than they expected.

P: Protect Against Vendor and Partner Failures

When something goes wrong — a vendor underperforms, a partner underdelivers — you have one accountable partner to escalate through, with no financial interest in the party that failed and full accountability to you for getting it resolved.

This is the structural advantage of an independent advisory relationship. A partner who earns from the vendor relationship cannot be fully accountable to you when that relationship fails. Independence is not just a principle — it is the commercial foundation of every engagement we take on.

Q–Z: Stay Connected, Independent, and Engaged

Local partnerships, financial structuring, standards maintenance, regulatory change — every later stage of a Vietnam operation touches a different specialist. The constant across all of them is the same: we connect you with the right local partner for the need in front of you, and we remain your single point of consultation so you're never navigating any of it alone.

This is also where the Growth Operations Consulting service becomes relevant — for companies that have successfully established their Vietnam operation and are now focused on scaling it profitably, building the management infrastructure to support growth, and extending their regional footprint.

The Real Value: One Contact, Not a Dozen

Here's the thing every foreign company eventually realises about Vietnam: it's not any single step that's hard. It's coordinating a dozen different specialists — legal, tax, banking, recruitment, vendors, factories, logistics, regulators — none of whom are responsible for the full picture except you.

EVOSYST exists to be that full picture. We don't offer direct services in legal, hiring, tax, staffing, or regulatory work — we connect you with the right local partners for each of those needs, coordinate the whole process, and remain your single point of consultation from your first decision to a fully running, profitable operation.

You don't need to worry about who to call next. That's our job.

Ready to build your Vietnam operation with one accountable partner coordinating every step? Book a Vietnam Market Entry Consultation and we'll start with a direct conversation about your situation.

EVOSYST is a management and business advisory firm headquartered in Hanoi, Vietnam. We help foreign companies and Vietnamese businesses Build, Grow and Run Productive Business Operations in Vietnam. EVOSYST does not provide legal, regulatory, tax, or compliance advisory services — all such matters must be handled by qualified professionals licensed to practise in Vietnam. What we do is connect you with the right partners for every stage, and work as your on-the-ground trusted consulting partner — accountable to you — to ensure everything is being done smoothly, on time, and without interruption.