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Vietnam

Big rule changes in 2025-26: a new Investment Law, a new market-access list, new e-commerce and data laws.

Last checked: Oct 2026 · Sources listed below

Notice

Vietnam's key laws changed in 2025-26: the Investment Law 2025 (in force Mar 1, 2026), a new foreign market-access list (Decree 96/2026, from Mar 31, 2026), the Personal Data Protection Law (from Jan 1, 2026), the E-commerce Law (from Jul 1, 2026) and new foreign-investment account rules (Circular 38/2026, from Aug 18, 2026). Many online guides are out of date.

01 · What we can do here

What we can do here

Information and referrals
  • Free information on this page. We do not market a paid service in Vietnam at launch.

Handled by licensed partners

  • Enterprise and investment registration, accounting, tax-agent work and audit: licensed Vietnamese firms.

02 · Incorporation basics

Incorporation basics

  • Most small foreign investors use a limited liability company (single- or multi-member).
  • Under the Investment Law 2025, a foreign investor may get the Enterprise Registration Certificate (ERC) first and the Investment Registration Certificate (IRC) for its main project within 12 months. Previously the IRC came first.
  • File online through the National Business Registration Portal. The dossier includes the charter, member list, beneficial-owner list and IDs; foreign investors' documents must be legalized or apostilled.
  • ERC fee: VND 50,000 (VND 25,000 until Dec 31, 2026); free online.
  • At least one legal representative must live in Vietnam.
  • No general minimum capital outside conditional sectors. Charter capital must be contributed within 90 days of the ERC.

03 · Foreign ownership

Foreign ownership

  • A company with more than 50% foreign charter capital follows foreign-investor procedures for its own investments.
  • Decree 96/2026 lists 23 sectors closed to foreign investors and 62 conditional sectors (ownership caps, joint-venture or licensing conditions). Unlisted sectors are open on the same terms as for domestic investors.
  • Foreign-invested companies lease land from the State; they cannot hold freehold land.

04 · Banking and fintech

Banking and fintech

  • Companies more than 50% foreign-owned must open a dedicated foreign-currency foreign investment capital account at one authorized bank. Capital contributions, foreign loans and profit remittances go through it. Since Circular 38/2026 it can be opened before the IRC.
  • Transactions within Vietnam are generally in VND; foreign-currency use is limited to permitted cases.
  • Profits can be remitted after the annual tax finalization and audited financial statements, through the capital account.
  • Banks expect the ERC, IRC (if any), charter and IDs of the legal representative and beneficial owners. The legal representative often attends in person.

05 · Annual filings

Annual filings

  • Annual financial statements, audited for foreign-invested companies, within 90 days of year-end.
  • Corporate income tax finalization within 90 days of year-end, with quarterly provisional payments.
  • VAT returns monthly or quarterly depending on revenue.
  • Quarterly and annual investment reports for IRC projects.
  • Beneficial-owner information is updated with registration changes.

06 · Tax basics

Tax basics

Published rates only. Not tax advice.

  • Corporate income tax: 20% standard. From 2025, 15% where prior-year revenue is VND 3 billion or less, and 17% for VND 3 to 50 billion.
  • VAT: 10% standard, reduced to 8% for most goods and services until Dec 31, 2026. Companies register for VAT on incorporation.
  • Foreign contractor tax on services paid abroad: generally 5% VAT plus 5% corporate income tax.
  • Foreign digital suppliers register through the tax authority's foreign-supplier portal (new forms from Jul 1, 2026).

07 · Disclosure rules

Disclosure rules

  • The enterprise name must be displayed at business locations and printed on transaction papers and publications (Enterprise Law 2020 art. 37).
  • Selling websites and apps must publish operator details (Decree 248/2026), and a business running its own selling site with ordering must notify the provincial People's Committee before operating.

08 · Sources

Sources

  1. 1.Investment Law 2025 in force Mar 1, 2026 (Invest Vietnam)
  2. 2.Decree 168/2025 on enterprise registration
  3. 3.Law 76/2025 amending the Enterprise Law (English)
  4. 4.E-commerce Law 122/2025 (Official Gazette)
  5. 5.Personal Data Protection Law 91/2025 (English)
  6. 6.CIT rates from Oct 1, 2025 (Government policy portal)
  7. 7.Resolution 204/2025 (VAT 8%)
  8. 8.Circular 38/2026 summary (DFDL)
General information only, not legal or tax advice. Rules change; check the official source before acting.