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 Many online guides are out of date.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
- 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.Investment Law 2025 in force Mar 1, 2026 (Invest Vietnam)
- 2.Decree 168/2025 on enterprise registration
- 3.Law 76/2025 amending the Enterprise Law (English)
- 4.E-commerce Law 122/2025 (Official Gazette)
- 5.Personal Data Protection Law 91/2025 (English)
- 6.CIT rates from Oct 1, 2025 (Government policy portal)
- 7.Resolution 204/2025 (VAT 8%)
- 8.Circular 38/2026 summary (DFDL)