Setting Up a Company in Ho Chi Minh City: A Strategic Guide for New Businesses

16 March, 2026 52 Views

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Setting up a company in Ho Chi Minh City is a strategic first step for many investors and entrepreneurs seeking to leverage the most dynamic business environment in Vietnam. As the economic locomotive, financial hub, and center for innovation, Ho Chi Minh City offers countless opportunities for growth. However, to enter this vibrant market legally, mastering the requirements for documentation and legal procedures is key. This article provides a detailed guide to the process of establishing a new business in Ho Chi Minh City, helping you prepare fully and comply with legal regulations.

Concept of Enterprise and Business Establishment

Concept of an Enterprise

Pursuant to Clause 10, Article 4 of the Law on Enterprises 2020, the concept of an enterprise is precisely defined as follows: “An enterprise is an organization that has a unique name, assets, a transaction office, and is established or registered for establishment in accordance with the law for business purposes.”

Concept of Business Establishment

Pursuant to Article 17 (Right to establish enterprises) and the provisions of Chapter III (Business Registration) of the Law on Enterprises 2020: Business establishment is the act by which organizations and individuals (the founders) exercise their freedom of business through legal procedures prescribed by law to form a new enterprise.

The core of this legal process is the business registration procedure at the competent business registration authorities. When the founders meet the conditions set forth in Article 27, the enterprise will be granted an Enterprise Registration Certificate (ERC). This moment marks the legal milestone establishing the lawful existence of the enterprise and its legal personality (depending on the type), allowing the enterprise to officially commence business operations.

Conditions for Establishing a Company in Ho Chi Minh City

The Law on Enterprises 2020 marked a significant step in reforming the investment environment, replacing processes previously viewed as complex, time-consuming, and costly. Regulations on conditions and procedures have been fundamentally revised toward streamlining, transparency, and greater convenience for investors.

Subject Conditions (Eligibility)

Pursuant to Clause 2, Article 17 of the Law on Enterprises 2020, the law clearly specifies 7 groups of subjects who do not have the right to establish and manage enterprises in Vietnam. These prohibited subjects primarily include:

State agencies and armed forces units using state assets for private profit;
Officials, civil servants, public employees, and active-duty officers/soldiers (except those appointed as representatives to manage state capital);
Individuals lacking civil act capacity or lacking legal personality;
Persons undergoing legal sanctions such as criminal prosecution, serving prison sentences, or being banned by the Court from practicing certain professions. It is important to understand that this is a total ban on the roles of founding and managing (such as Director, General Director, or general partner), not just a “restriction” on specific types of enterprises. However, for most of these subjects (such as civil servants), the law does not prohibit them from participating as indirect investors through capital contribution or purchasing shares/portions of capital in an enterprise.

Capital Conditions

In the process of establishing an enterprise, capital is a mandatory factor. Charter Capital, as defined in Clause 34, Article 4 of the Law on Enterprises 2020, is the total value of assets contributed or committed to be contributed by members or owners upon the company’s establishment. Assets used for capital contribution, as detailed in Article 34, include Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, and other assets that can be valued. Article 34 also emphasizes that only the legal owner has the right to use these assets for capital contribution. Distinction must be made between Charter Capital (the registered capital of the enterprise) and Legal Capital. Legal Capital is the minimum capital level prescribed by specialized laws that an enterprise must have to operate in certain conditional business lines (e.g., finance, banking, insurance). For these sectors, the registered charter capital must not be lower than the legal capital.

Registered Business Lines

One of the prerequisite legal conditions, as stipulated in Point a, Clause 1, Article 27 of the Law on Enterprises 2020, is that the registered business lines must be legal. The law states: “Registered business lines are not prohibited from investment and business.” During the appraisal of the application, the Business Registration Authority will cross-check the proposed activities with the List of prohibited business lines (regulated in Article 6 of the Law on Investment). If any registered line violates this list, the application will be deemed invalid, and the license will be refused.

Headquarters Conditions

According to Article 42 of the Law on Enterprises 2020, the headquarters must be located within the territory of Vietnam and serve as the official contact address, clearly identified by two administrative levels. In practice, if the location has not yet been assigned a house number or street name, the enterprise must include a confirmation document from the local authority regarding the address to ensure validity.

Company Name Conditions

The Vietnamese name must include two components in order: Type of Enterprise and Proper Name (Article 37). In addition to the mandatory Vietnamese name, enterprises may register a foreign language name (translated into Latin script) and an abbreviated name (Article 39). The company name must be displayed at the headquarters, branches, and printed on all transaction documents. Specifically, when displayed, the foreign language name (if any) must be presented in a smaller font size than the Vietnamese name.
Based on the provisions of Articles 37, 38, 39, and 41, the Business Registration Authority has the power to review and refuse the approval of a proposed company name if it fails to comply with legal conditions and prohibitions.

Dossier and Procedures for New Enterprises in Ho Chi Minh City

Required Dossier:

Application Form for business registration (prescribed template).
Company Charter (signed by all members/founding shareholders).
List of Members (for LLCs with 2 or more members) or List of Founding Shareholders (for JSCs).
Valid copies of identity documents (ID card/Passport) for individual members; or the ERC and authorization document for organizational owners.
Power of Attorney (if the founder authorizes a third party to perform the procedures).

Procedures in Ho Chi Minh City:
- Step 1: Prepare the Legal Dossier: Draft a complete registration dossier as listed above.
- Step 2: Submit the Dossier: Submit one set of documents to the Business Registration Office under the Department of Planning and Investment (DPI) where the headquarters is located. Submission can be made directly or online via the National Business Registration Portal.
- Step 3: Appraisal and Licensing: Within 03 working days from the receipt of a valid dossier, the authority will issue the Enterprise Registration Certificate (ERC).
- Step 4: Public Disclosure: Within 30 days of licensing, the enterprise must publish its registration contents on the National Portal.
- Step 5: Initial Operational Procedures:
  - Carve the corporate seal.
  - Affix the company sign at the registered headquarters.
  - Purchase and activate a Digital Signature (Token) for electronic transactions.
  - Perform initial tax declaration and open a bank account.
  - Apply for Sub-licenses if operating in specific conditional sectors (e.g., construction, insurance, gold trading).

Vietnam Company Establishment Consulting Services 2026 by BKC Law

BKC Law provides comprehensive solutions for entrepreneurs and investors. We help clients navigate the legal process, from choosing the right business model and registering names to obtaining licenses and tax compliance. Our team of experts, with years of experience and bilingual capabilities, ensures that all procedures are performed accurately and in compliance with the law.

Contact BKC Law:

Phone: 0901 3333 41
Email: info@bkclaw.vn
District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan, Sai Gon Ward, District 1, Ho Chi Minh City.
Binh Tan Office: 41 Ten Lua, An Lac Ward, Binh Tan District, Ho Chi Minh City.

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