Setting Up & Doing Business in Vietnam
A Practical Guide for Companies
Vietnam has become an increasingly important market for international companies across manufacturing, technology, professional services, finance, logistics, retail and other sectors.
For companies considering Vietnam, establishing a business presence is only the beginning. Decisions around corporate structure, investment, employment, tax, immigration, premises and ongoing compliance can all affect how successfully the business operates.
The right approach depends on the company's industry, investment structure, activities, ownership, workforce and long-term objectives.
Before Entering the Vietnamese Market
Companies should first establish why they want to enter Vietnam and what they intend to achieve.
Common objectives may include:
- Establishing a local operating company.
- Setting up a representative office.
- Establishing a regional or production base.
- Hiring local employees.
- Relocating international employees.
- Serving Vietnamese customers.
- Expanding an existing regional operation.
- Establishing manufacturing or distribution operations.
- Investing in Vietnamese businesses or projects.
The appropriate structure and setup process will depend on the intended activities.
Choosing the Right Business Structure
International companies may consider different forms of presence in Vietnam depending on their business model and objectives.
Possible structures can include:
- Foreign-invested enterprises.
- Limited liability companies.
- Joint ventures.
- Representative offices.
- Branches, where permitted.
- Other investment or commercial structures depending on the activity.
The choice of structure can affect investment procedures, ownership, permitted activities, taxation, employment and ongoing compliance.
Companies should therefore determine the appropriate structure before committing significant resources to the market.
Investment and Business Registration
Establishing a foreign-invested business may involve investment registration, enterprise registration and other sector-specific procedures.
The requirements can depend on factors such as:
- Foreign ownership.
- Business activities.
- Investment capital.
- Location.
- Industry.
- Market-access conditions.
- Applicable licences or approvals.
Companies should assess these requirements before signing long-term commitments or commencing operations.
Market Access and Regulated Activities
Not every business activity is treated in the same way.
Certain sectors may have specific market-access conditions, licensing requirements or restrictions applicable to foreign investors.
These may apply to areas such as:
- Education.
- Finance.
- Healthcare.
- Logistics.
- Retail.
- Telecommunications.
- Real estate.
- Professional services.
- Manufacturing and other regulated activities.
A business model that works in another country may therefore require adaptation before being implemented in Vietnam.
Tax and Financial Planning
Tax should be considered from the beginning rather than after the company has started operating.
Depending on the business structure and activities, companies may need to consider:
- Corporate income tax.
- Value-added tax.
- Personal income tax.
- Foreign contractor tax.
- Withholding obligations.
- Transfer pricing.
- Accounting requirements.
- Tax reporting and compliance.
International companies should also consider how Vietnam's tax requirements interact with their regional or global structure.
Hiring Employees in Vietnam
Once a company begins operating, people become an important part of the business setup.
Companies may need to establish processes for:
- Local recruitment.
- Employment contracts.
- Payroll.
- Social insurance.
- Personal income tax.
- Employee benefits.
- Workplace policies.
- Labour compliance.
If international employees are transferred to Vietnam, additional work permit and immigration requirements may apply.
This makes workforce planning an important part of market-entry strategy.
Immigration and International Employees
International employees may be required for management, technical expertise, project implementation or knowledge transfer.
Employers should determine:
- Whether a work permit is required.
- Whether an exemption may apply.
- What immigration status is appropriate.
- What documents are required.
- How long the process may take.
- Whether accompanying family members require support.
Immigration planning should be coordinated with the company's recruitment and relocation timeline.
Office, Workplace and Commercial Property
The physical workplace can also influence the company's operating model.
Depending on requirements, companies may consider:
- Serviced offices.
- Flexible workspaces.
- Traditional office leases.
- Industrial facilities.
- Warehouses.
- Retail premises.
- Specialized business facilities.
Before signing a lease, companies should assess location, permitted use, lease terms, fit-out requirements, operating costs, parking and accessibility.
For companies establishing a new operation, workplace and property decisions should be considered alongside business registration and operational planning.
Compliance and Ongoing Operations
Business setup does not end when a company receives its registration documents.
Companies may need to maintain ongoing compliance relating to:
- Corporate filings.
- Tax.
- Accounting.
- Employment.
- Immigration.
- Licences.
- Contracts.
- Data and information.
- Workplace requirements.
- Regulatory reporting.
The specific obligations depend on the company's activities and legal structure.
A clear compliance calendar can help businesses track recurring obligations and reduce the risk of missed deadlines.
Working with Local Partners
International companies entering Vietnam may work with local suppliers, advisers, landlords, distributors, contractors or business partners.
Before entering into important agreements, companies should consider:
- Counterparty background.
- Commercial terms.
- Authority to sign.
- Payment terms.
- Contractual obligations.
- Compliance requirements.
- Dispute resolution.
- Exit provisions.
Local relationships can provide valuable market knowledge, but companies should still maintain appropriate due diligence and governance.
Common Challenges for International Companies
Companies entering Vietnam may encounter challenges such as:
- Unfamiliar administrative procedures.
- Changes in regulations.
- Different business practices.
- Language and communication barriers.
- Recruitment challenges.
- Immigration requirements.
- Tax and accounting complexity.
- Finding suitable premises.
- Coordinating multiple service providers.
These challenges do not necessarily prevent successful market entry, but they highlight the importance of preparation and local knowledge.
A Practical Market-Entry Checklist
Before establishing operations in Vietnam, companies should consider:
1. Define the business objective
Clarify why the company is entering Vietnam and what activities it will undertake.
2. Assess market access
Identify ownership, licensing and sector-specific requirements.
3. Select the structure
Determine the most appropriate legal and investment structure.
4. Plan tax and finance
Understand tax, accounting and reporting requirements.
5. Plan the workforce
Determine local hiring and international employee requirements.
6. Review immigration
Identify work permit, visa and residence requirements.
7. Select the workplace
Assess office, industrial, retail or other property requirements.
8. Establish compliance processes
Create systems for ongoing corporate, tax, employment and regulatory obligations.
9. Review contracts and partners
Conduct appropriate due diligence before entering significant commercial relationships.
10. Plan for growth
Consider how the structure will support future hiring, investment and expansion.
Jardeon Group and Business Support
Jardeon Group supports international companies entering and operating in Vietnam through Corporate & Compliance, Global Mobility and Real Estate Consultancy.
Our services can connect business requirements across corporate setup, workforce mobility, immigration, tax and compliance, workplace and property requirements.
This integrated approach helps companies address the practical connections between their business, people and operating environment in Vietnam.
Planning to establish or expand your business in Vietnam? Explore the related guides below or contact Jardeon Group to discuss your requirements