Following Part 1, which discussed the legal matters that individuals and organizations need to pay attention to when establishing a technology company in Vietnam in order to enjoy tax incentives, in Part 2 below, we will provide you with all the information related to the timeline and the steps for you to start your business operations in Vietnam. At the same time, we will guide you on how to lease an office to set up your head office, so as to avoid potential risks in the leasing process.
1. Method of establishing a technology company in Vietnam
To establish a company in Vietnam operating in the field of information technology, such as providing software services or products, foreign individuals or organizations are required to prepare an application dossier to be submitted to the Department of Finance (formerly known as the Department of Planning and Investment) according to the following steps:
Step 1: Foreign investors apply for the Investment Registration Certificate (IRC)
Pursuant to Article 38 of the Law on Investment 2020 and Article 36 of Decree No. 31/2021/NĐ-CP, investors shall prepare one set of application documents including:
A written request for implementation of the investment project, which must also include a commitment to bear all expenses and risks if the project is not approved;
Documents proving the investors’ legal status, understood as a passport if the investor is an individual, or an operation license if the investor is an organization;
Documents proving the investors’ financial capacity, comprising at least one of the following: investors’ financial statements for the last two years; a commitment of financial support from the parent company; a commitment of financial support from a financial institution; a guarantee of financial capacity from investors; or other documents proving the investors’ financial capacity;
A proposal for the investment project, containing the following main information: investors or form of investor selection; investment objectives; investment scale; total investment capital and capital mobilization plan; location; duration and schedule of implementation; information on the current status of land use at the project site and the proposed demand for land use (if any); labor demand; proposed investment incentives; socio-economic impact and efficiency of the project; and a preliminary environmental impact assessment (if any) in accordance with the law on environmental protection.
In cases where the investment project does not request the State to allocate land, lease land, or permit land-use conversion, a copy of documents proving the right to use land or other documents identifying investors’ right to use the location for project implementation shall be submitted. In cases where investors lease office space in buildings for operation, this shall be understood as the office lease contract and the lessor’s ownership certificate relating to the leased property.
An explanation on the technology to be used in the investment project for projects subject to technology appraisal or consultation as prescribed by the law on technology transfer;
A BCC contract for investment projects implemented in the form of a BCC;
Other documents relating to the investment project, or requirements on the investor’s conditions and qualifications as prescribed by law (if any).
Processing time: Within 10 days from the date of receipt of a complete and valid application dossier, the Department of Finance shall issue the Investment Registration Certificate to the foreign investor. In case of refusal, the Department of Finance shall provide a written response stating the reasons therefor. At present, the information technology sector is a fully opened market under Vietnam’s international commitments; therefore, it is not required to obtain prior opinions from superior authorities or specialized management bodies as is the case with certain other business lines. As a result, the licensing process is generally not subject to delays.
However, it should be noted that for software production activities, or in cases where the enterprise chooses its head office or project implementation site within industrial zones or high-tech zones, the licensing process may take longer than usual, and the licensing authority shall then be the Management Board of Industrial Zones of the respective locality.
Step 2: Application for the Enterprise Registration Certificate (ERC)
After the Investment Registration Certificate has been issued, investors shall submit the next application dossier to the Business Registration Office under the Department of Finance where the enterprise intends to locate its head office. The enterprise registration dossier must be received and processed on the National Enterprise Registration Information System. The usual processing time is 03 working days from the date of receipt of a valid dossier.
Accordingly, investors shall prepare a dossier consisting of:
- Application for enterprise registration;
- Company charter;
- List of founding shareholders and shareholders being foreign investors (for a joint-stock company); List of members (for a multi-member limited liability company);
- List of the enterprise’s beneficial owners (if any);
- Copies of the following documents: legal documents of individuals for members who are individuals and for the legal representative; legal papers of organizations for members that are organizations and the document appointing an authorized representative; legal documents of the individuals who are the authorized representative of members that are organizations. For members that are foreign organizations, copies of the organization’s legal documents must be consularly legalized;
- Investment Registration Certificate for foreign investors in accordance with the Law on Investment.
After completing the steps to obtain the IRC and ERC, the enterprise has acquired legal entity status. However, in order to officially commence its business operations, the enterprise must carry out the following mandatory post-establishment procedures, specifically: engraving and notifying the seal specimen; conducting initial tax registration; registering for the use of electronic invoices; purchasing a digital signature (token); declaring and paying the business license fee; opening bank accounts — including a Direct Investment Capital Account (DICA) for capital contribution and a VND payment account for operational transactions; and displaying the company’s signboard.
2. Lease agreement for the investment project location and the enterprise’s head office
One of the key differences between establishing a foreign-invested enterprise and a domestic enterprise lies in the requirement that, in the dossier submitted at Step 1, foreign investors must include a lease agreement for the head office. At this stage, the lease agreement is signed by one of the investors as the representative of the investing party, and after the enterprise is officially established, the parties will sign an addendum to amend the tenant’s legal information in the agreement. Thus, it can be seen that the lease agreement must be executed before the enterprise is legally formed. This often raises concerns for investors, as they are uncertain whether the company they intend to establish will successfully obtain the required licenses. Therefore, we always recommend that investors carefully assess the likelihood of successful establishment, especially ensuring that the leased location satisfies all legal conditions to be registered as the enterprise’s head office.
Accordingly, investors should review the local zoning and planning regulations to determine whether the intended location is permitted to conduct the business activities relevant to the company’s operation. In practice, several localities have specific zoning rules that restrict certain business lines from operating in designated areas.
For business sectors that may impact the environment, such as processing, manufacturing, waste treatment, or preliminary production activities, most localities require such projects to be located within industrial zones rather than residential areas, even if the investor commits not to conduct operations at the head office.
Apartments in residential buildings that do not have a business function shall not be permitted to be registered as the company’s head office. Currently, there are many buildings that have both residential and commercial functions, which are clearly separated, and not all units within such buildings are designated for business purposes. Therefore, investors must specifically identify and carefully verify the intended location to ensure that the licensing application will not be rejected on the grounds that the leased premises are not permitted for business use.
The lease agreement will generally include provisions on a deposit, penalties, and compensation for damage in case of early termination of the contract. Therefore, to avoid risks, the investor should verify the intended place of operation against the project’s objectives (business lines) and operational scale, thereby making an appropriate selection.
Time of writing: 10/11/2025
The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer at info@cdlaf.vn
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You can refer for more information:
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- Foreign investors and how to establish a technology company in Vietnam
(Part 1) - Obligations to Comply with Personal Data Protection in the Labor Outsourcing Sector
- Non-Compliance with Social insurance regulations in Vietnam: Legal risks for FDI Enterprises
- When can enterprises use foreign currency within Vietnam’s territory?
- Discussion on the form of capital contribution by management experience in enterprises
- Foreign investors and how to establish a technology company in Vietnam
